


Hidden inheritance

by Heato_kun



Category: Ben 10 Series
Genre: Adoption, Ben wants the truth, Father-Son Relationship, Gen, Gwen is confused, Max is terrible at raising a family, Past Character Death, Vilgax is Ben's real father, Vilgax is satisfied, mentions of stillbirth, yeah this is a mess
Language: English
Status: In-Progress
Published: 2018-03-31
Updated: 2019-04-01
Packaged: 2019-04-16 05:11:01
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 17
Words: 105,074
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14157486
Author URL: https://archiveofourown.org/users/Heato_kun/pseuds/Heato_kun
Summary: Ben discovers something about his family that he never expected, something that made his discovery of the Omnitrix look pale in comparison. Max knows more than he lets on and Ben has to choose who to trust: his grandfather, or actual father? (Vilgax is Ben's father AU. Yeah, I wonder where I got that from too).





	1. Prologue: Secrets

**Prologue**

Vilgax tackled the big insect down, causing a big explosion as both aliens fell down to the ground. The warlord got easily back up as Stinkfly struggled to get out of his grasp, unable do anything as the alien towering him caught him by his shirt.

"I grew tired of this!" said the squid-like being, raising his hand to the Omnitrix. His index glowed red and, as he touched the symbol, Stinkfly immediately reverted into Ben.

"Hey! How did you do that?!" said Ben in a surprised and (mostly) annoyed tone.

He thought this new bad guy would beat him down to a pulp after turning him back to his human form, and recklessly made a defiant face to show he wasn't afraid of fighting. He however did not expect the confused look his opponent was showing.

Vilgax seemed... unsure. Which was weird, considering one second ago he was wiping the floor with the young human (or rather, human-turned-alien). The green creature brought Ben closer to his face, observing the boy while holding him with both arms, his hold on him suddenly more gentle.

"What? Can't believe a 10 year-old was able to kick your butt like this?" he teased with a cocky smile. "Okay, let me down you big alien jerk! I'm not gonna let you have this watch!" he said as he shook his arms and legs in an attempt to get Vilgax to drop him.

Vilgax wasn't minding what Ben did. He however looked at the child very closely, as if there was something on Ben that picked his interest. It could've been the watch, had he been looking at Ben's wrist.

"Impossible..." he muttered, his angry features disappearing from the visible part of his face. "You... what's your name? How old did you say you were? Who was with you inside that vehicle earlier?" he asked in a hurried tone.

"How does it matter to you?" responded Ben.

Vilgax seemed to roll his eyes and took his hand to the watch. A green burst of electricity came out of it as Vilgax touched it, making him drop the child and sending him flying to the wall far behind him. Unfazed, he stood up again, walking towards Ben.

"It appears the Omnitrix has already merged with your own DNA." he said as he caught a fleeing Ben from the back of his shirt.

"I, uh, don't suppose that means you're gonna let me go, does it?" asked Ben, starting to worry.

"Hardly, especially now that I have a theory to test."

"Huh?"

"Tell me, child, what is your name? And where are you from?" Vilgax asked. Something was really off with the boy, he seemed... too familiar to someone he knew, that he lost a long time ago. Ben struggled to free himself, being held by both arms, weirdly gentler than before.

"Let me go! Argh, Grandpa Max! Gwen! Help!" Ben called, out of options. He dreaded the look of bewilderment on Vilgax's face that soon switched to anger.

"Max? As in, Max Tennyson?!" he hissed. "Max Tennyson is your grandfather?"

Ben gulped down, shaking his head in denial. No way this guy got to know anything about his family, and he wasn't gonna let himself be taken away either.

"What do you want from him, you big alien jerk?! Let my family out of this! You want the Omnitrix? Well I'm not gonna let you have it. Deal with it, octo-face!"

"We don't have time for this." Vilgax said as he brought Ben closer to his chest, before looking for something inside his armor's pocket. He took out an oddly shaped purple spray bottle out of it and shook it before aiming at Ben's face. "I didn't think I would have to use this someday, but it's a good thing I kept it on me." he said as he sprinkled the content on the human's face.

"Wha- Uhh... Wha...t..." Ben weakly mumbled.

He felt dizzy and, as Vilgax's grasp loosened, he fell asleep in the warlord's arms. Vilgax held him close, eyeing the child.

"I have to make sure you won't escape before I figure out who you are." he said as he walked back to his mace-like ship. "But don't worry, if we're lucky, we might both get something out of this." he added as he brushed the boy's hair. "Max Tennyson, if you're involved with this, I won't let you take away what rightfully belongs to me. Not again."

He entered the ship, entering the coordinates back to the Chimerian Hammer. Carefully putting Ben upon his lap as he got seated, he waited as they flew away from the wasteland that used to be the town. Maybe soon enough, that town won't be the only location erased from the map, if Earth is destroyed. It will be up to Ben to decide what to do with the planet once they're done.

He looked at the child softly snoring, his earlier bantering almost being unimaginable. If Vilgax was right, Ben needed a long explanation when he woke up. If he wasn't who Vilgax expected him to be, it won't be much of a problem. He'll still have the Omnitrix and a hostage at worst. It would be interesting to see what Earth would do if one of their own was taken. Vilgax knew how it felt, and was curious to see if this dirt planet would even bother saving Ben.

He went on Earth looking for the Omnitrix, but didn't expect potentially finding out more. It didn't matter if he was injured along the way, this would be all worth it, especially if he gave Max Tennyson a taste of his own medicine. He wasn't letting go of his grudge against the old man.

Not after what he did to the ruler.

He growled as he remembered the anger, the pain, the regrets he had when he lost the most precious thing he had, all to Max's blind loyalty to Plumbers and inability to care for anything than his own side of things. Vilgax would attempt to give the former Magister what he deserved by the time this mission was completed. It was the least he could do after years of hopelessly looking for the boy, now was his chance to either move on, or get even with the old bastard.

He looked down as he felt Ben moving, and smiled as the child seemingly tried to get more comfortable upon the warlord's lap. This boy seemed so peaceful like this, unaware of the incoming storm. He didn't want to wake the boy yet, although he desired his revenge over the Tennyson family now more than ever. A simple test would either confirm or dispel his doubts. For the moment, he needed to find a secure and silent place to discuss the situation with Ben.

Nearing the Chimerian Hammer, he entered a key code to allow access. Getting out of the tinier spaceship, he walked in direction of the sick bay, still holding Ben close to him.

**Notes for the Chapter:**

> Sooo, apparently, this was in my drafts for a while and I don't even remember for how long (seems recent though). I'm not sure if I could make this AU work but we'll see.


	2. Reveal

Putting the young boy down on the examination table, Vilgax observed Ben closely, inspecting him from head to toe.

Brown hair. He knew it wasn't uncommon among humans, but it was because the boy was human that Vilgax was suspicious. He had known a very special brown-haired human, around nine years ago. Said brunette had been around for a year, until Plumbers came in and took him away. One of their biggest mistakes that the warlord promised himself to punish them for.

The human he had seen was a mere infant, a young child full of energy that ignored everything about the world outside of his crib. Yet Vilgax had envisioned that this child would someday be a force to be reckoned with, especially if the warlord was the one raising him into that state of power.

Of course, the Omnitrix bearer could've been anyone, Vilgax wouldn't have cared as long as he had taken the device into his possession. It wasn't until he saw the boy's eyes that he realized something was off.

He had seen those eyes before. A very bright green, one that belonged to a person he loved. A person that he would've given everything for. A person that he protected with his life. A person he failed. A person that died soon before his promises to keep the child safe were rendered null. He clenched his fists, his anger resurfacing.

Now wasn't the time to get lost in his memories.

Tapping on a nearby command panel, he ordered one of his drones to bring him a syringe, as well as inputting the blood test sequence. He looked back at Ben. The boy was still sleeping peacefully, thanks to the chemical he had been sprayed with. Vilgax had that bottle made years ago as a youngster, when he was still reckless and foolish. It was just a harmless anesthetic, weak enough to put anybody with a low drug immunity to sleep painlessly for a few hours. He had kept it in this old armor, just to think of the past when life was still peaceful.

He had expected the Omnitrix bearer to be much more durable, much older and less... familiar. But if it all worked out, Ben would be with him, on Vilgaxia, away from this miserable planet holding him back. It was ironic that he, of all people on Earth, had found the Omnitrix. The person Vilgax was looking for had the item he got injured searching for. From what the short time he spent on Earth before told him, humans would describe completing this mission as "killing two birds with one stone".

He took the syringe, bringing it to Ben's arm. Carefully, he extracted a sample of the boy's blood, making sure he didn't injure Ben in the process. He gave the syringe to his drone and looked at it going away, going towards the ship's labs to start the DNA test. He hummed, taking Ben's hand into his own, observing the Omnitrix.

That device was the strongest weapon in existence, it could possibly destroy the entire universe. Or help conquering it. He had interrupted his current conquests to obtain it, as a means to use it for himself before anyone else took the initiative to face him with it. Having the Omnitrix in his possession would make him even more unstoppable, powerful, to be feared. It would grant him abilities from all across the universe, possibly even the power to reshape it.

And a longer life than the one he had now would erase the shame in the origins he now kept hidden.

* * *

As they neared the base, Max was trying to remember how the situation got this critical. Ben found the Omnitrix at the beginning of summer, and now he found Vilgax. He knew it was just a matter of time before Ben ever heard of the Plumber operation, but he never planned to be the one telling Ben about it. He would've expected Carl and Sandra to do it instead, and wait a few years when Ben would be old enough, but now was the worst time ever.

Some years ago, troops were sent to retrieve recent data from Vilgax's palace on his home planet, in hopes to avoid another of the warlord's evil schemes. It was supposed to be a brief mission, really.

Max was ordered to supervise the operation from the ship. He didn't want to meddle with Vilgax's business too much, especially with the grudge the tentacled alien had towards him for numerous reasons, but he didn't exactly have a choice either. It was either that, or Vilgax would add another planet (possibly Earth) to his collection, and he would rather have his sons and family alive when going back home.

The mission had gone well, they just hadn't planned for Vilgax to come back out of the blue when it happened. The security system had changed thoroughly since last time they broke into the fortress, three years before the incident. They were able to leave the planet's solar system unscathed, but one of Max's juniors had brought something, or rather,  _someone_  else than the info he was expecting.

A human baby, found in the building, visibly unarmed. No chains, no bruises, no torture collar (thank goodness Vilgax wasn't that cruel), no sign of harm. The only thing he had on him, was a little bracelet with the name "Benjamin" on it in Chimerian (the language used on Vilgaxia), which Max assumed was the boy's name. He had no idea what a child, a human at that, was doing on Vilgaxia. What he did know, however, was that with Vilgax involved, it couldn't have been good.

He had taken in the child, away from a possible life of pain under the warlord's service, as Max knew Vilgax's hatred of Earth and its inhabitants, and he had given the infant to his son Carl, who was recently told his wife Sandra could not bear a child. It was likely the boy's parents were either human servants or slaves who had died serving the king if Vilgax kept Ben around in good shape and with no seeming injury.

He saw no other reason for an intergalactic tyran to let an infant from a species he despised live. Vilgax didn't care for other species, he didn't care for anyone. Except his people, and Ben was most definitely not part of them if he was held captive in the king's fortress.

He knew that someday Ben would have to learn the truth about it, he just would've preferred it happening in different circumstances, in a different way. He simply hoped Vilgax wouldn't recognize the same child who escaped him years ago, otherwise Max feared the worst happening to his grandson. The Omnitrix was already a good motivation for Vilgax to attack Ben like most of the drones and Bounty Hunters he sent did, another reason to harm him wasn't needed at the moment.

Sighing, Max was so caught with his thoughts, he almost didn't realize they had reached their destination. Or that Gwen spent the last 10 minutes calling him to get his attention.

"Gwen, I promise I'll explain, but we need to get Ben out of trouble now." he said, silencing her as he pressed a button on the RV, triggering a panel underneath them to open.

On her side of things, Gwen wondered what in the world was going on. Her grandfather suddenly knows a lot of things about aliens, they're using a passageway to  _a secret area located right under Mt. Rushmore_ , an alien guy just kidnapped Ben (...again.), and she was in the middle of this mess, left out of the loop.

She looked at Max as they were descending underground. At first, she didn't say anything, but when her grandfather stayed silent ever since they left town, she was feeling concerned. For her grandfather, for herself, and Ben. She just kept staring at Max for the whole trip, until she had enough and tried to get answers. He had kept being silent, thinking about something else, which only managed to annoy her more.

Grandpa Max obviously knew something, something he didn't tell her or Ben about, when the latter had an  _alien watch capable of making him even grosser_. That wasn't a thing that happened to all families on summer vacation. Did he know where the Bounty Hunters that attacked them came from too? Did he know who sent the Omnitrix to Ben? Did he know who sent the drones to attack them last time?

_What wasn't he telling her?_

She wondered if it was the reason her parents and uncle and aunt were so distant with him. If he knew about the existence of aliens all this time and he hid it from his closest relatives, she guessed it would be a good enough reason for even responsible adults to be mad. But this was a whole new level of secrecy and lies, and it would get worse when Ben comes back to Bellwood.

Ben had the watch on him, no way her uncle Carl and Aunt Sandra don't react negatively to their son becoming a monstrosity on the spot. She knew all too well Ben wouldn't resist "going hero" in public when she and Max would get him back home unsupervised with the watch.

She crossed her arms, sighing as she thought of her cousin. If Ben hadn't found the watch, maybe none of this would've happened. But considering she wouldn't have learned anything new about Max without her idiot of a cousin fooling around, it was a good thing he was too curious about what he shouldn't get into. Especially if the watch had fallen in the wrong hands... (well, wronger than Ben's.)

Ben would totally need her help until he was old enough to go to college. He was so clueless at times, he definitely couldn't manage having the Omnitrix, living his life with normal people and being a doofus at the same time on his own. Maybe it was a good thing her parents made her go on this trip with Ben, otherwise he'd become so full of himself, he probably wouldn't stop pulling pranks on her and showing off without her guidance.

She frowned as the elevator they were on reached what appeared to be a big basement. Following Max out of the RV, she was determined to help her cousin. She just hoped she'd finally receive answers to this entire mess of a day, and that Ben wouldn't know she was worried (he would tease her to no end for that).

Right now, she needed to follow through whatever her grandfather had in store, getting harmed in the process of helping her cousin being the least of her worries as she followed Max through the hallway, unsure of what other hidden out-of-the-ordinary thing was waiting for her.

* * *

Ben grumbled as he pulled himself out of slumber. He felt quite the headache, unsure of what could've hit him so hard. He felt some tingling on his left arm, probably from sleeping on it so much. Gosh, he felt so restless. He hadn't gotten a good sleep ever since... ever since the guy in his vision appeared in his dreams every night. It was already so tiring to get up in the morning with Gwen telling him he was slacker, he didn't need extra nightmares messing up even more his sleep schedule.

He twitched on his bed, trying to find some rest, definitely not in the mood to wake up this morning.

"At last, you have awakened, my boy."

Ben's eyes opened in shock, realizing he wasn't on his bed or in the Rustbucket. He shook his head, and found himself in what looked like a medical room. He could figure it out since he got sent way too many times at the nurse's office, due to his bickering with JT and Cash often ending up with one or two wounds on the cheek or a black eye. But the voice he heard belonged to no nurse or doctor.

Looking all around him in search of the source of the voice, he gasped as the alien that attacked him earlier came out of the shadows, his red eyes focused on Ben.

"Gah! You're that Vilgax guy from earlier!" he said, coming back to his senses. He tried to to go hero, but he was stopped as Vilgax took his hand with the Omnitrix.

"Wait!" Vilgax said "Just... wait an instant. Please."

That raised a few flags.

"What?"

"Just. Don't use the Omnitrix for now. I only want to talk." Vilgax said, anger absent from his voice.

Ben was in disbelief over what he heard. Compared to earlier that day when the squid alien was pummeling him as if he was swatting a bug, now Vilgax asked him to talk. Did he hit his head too hard after being thrown at the wall? Because Ben saw no other reason for the giant green alien to do a complete 180.

He wondered if the gas he inhaled earlier wasn't making him hallucinate or numbing his perception of things, because Vilgax's grasp on his arm wasn't rough and painful like it was before. Right now, the man held him firmly but gently, preventing Ben from using the watch but also not causing the boy any pain. Weird. Nonetheless, Ben brought his other hand down and pulled his left wrist off the man's hand.

"Okay. What do you want from me, octo-face?" Ben asked, making his captor sigh.

"Don't worry, my boy, I'm not going to harm you. If all goes well for us both." Vilgax answered, confusing Ben.

"Uh, what's  _that_  supposed to mean?"

"First things first, young child. What is your name?"

Ben frowned. If he gave away his name, it'd be a dead giveaway about who he was, who was his family and would clue the alien on how to blackmail him. On the other hand, if Vilgax wanted to hurt Ben or take the Omnitrix, he would've done it by now. Wasn't that what he used the purple spray for? And there was something else: how did Vilgax know his grandfather? Furthermore, how did Grandpa Max know about Vilgax?

"It's okay, I can wait. But it would be preferable to hurry." said Vilgax.

Ben sighed. Vilgax had said Grandpa Max's name, that meant he must've known him and their whole family for that, so Ben guessed there would be no harm in talking, he was already caught anyway. Might as well stall the guy until he found a way to escape. Taking a deep breath, he decided to answer.

"My name is Ben Tennyson." It seemingly startled the squid man, because Vilgax's eyes widened slightly before frowning.

"Hmm," he hummed in a deep voice, "at least, they respected that. I'm glad you're okay, Benjamin." Ben blinked. It was probable his first name wasn't uncommon on other planets, although he found the alien's response to it weird. Who respected what?

"Next question, how old are you?"

"Pretty sure I'm 10. In human years. Uh, do aliens have a different concept of time out there?" Ben asked. He heard Vilgax sneak in a little "heh" at Ben's question before shaking his head no.

"Is this planet a safe place for you to live in?"

That question felt awkward. What did he mean by "safe"? Any place could be dangerous for Ben if he wasn't careful about what he did, but with his family around... Yes, he could say he was safe on Earth, just not when he was fighting human or alien criminals like he recently was. But, why did Vilgax ask him if he was safe? He couldn't possibly care about Ben's safety, right?

"Uh, I guess so. Why do you ask?"

"Just to make sure we still have time. Now for my last question: were you told who I am and what I am to you?"

Ben stared in confusion. What the heck was this guy talking about?! He didn't even know him, only saw him in his dreams a couple of time. But Vilgax knew Grandpa Max, and he most likely knew about Ben too if he knew where to look for the Omnitrix. And now that he got Ben in his grasp, it was his chance to take the watch for himself. Which he could've already done if he hadn't taken the time to ask about who Ben was and his well-being.

What...

What was going on this crazy day?

"What is that even supposed to mean?!" Ben snapped, unable to comprehend the situation anymore. "My turn asking questions! Who are you?! How do you know Grandpa?! Why are you doing this to me?!  _What the hell is going on?!_ "

He was now standing on the table, anger showing on his face. Vilgax was taken aback by Ben's temper tantrum, although he did feel a bit amused at Ben's anger. He very likely got his temper from the warlord himself, if any of Vilgax's past tantrums in his first years of ruling were anything to go by. Had his breathing mask not been in the way, Ben would've seen the grin the man had hidden on his face.

"I took you here because I needed to make sure I didn't harm you too much after our battle. I don't think I could forgive myself if you got yourself injured because of me, or worse." answered Vilgax, shushing Ben down but not calming him down. "As for Max Tennyson, let's just say he and I... clashed too many times for my taste."

"Doesn't answer my question! How do you know him?  _How does he know you?_ " insisted Ben, set on understanding what was occurring inside the ship.

"If he didn't tell you who he really was, I don't suppose he told you about who  _you_  really are, did he, Ben?" asked Vilgax, looking at the boy's confused, lost expression before Ben clasped his head.

"Stop talking like that, you're not helping! Well, of course you're being annoying, you're a bad guy! But who are you anyway?" Ben asked.

As he spoke, the drone that Vilgax sent came back. It looked much similar to the ones that attacked Ben's family, making the young hero realize Vilgax was behind the robot attacks, as well as hiring Sixsix and Kraab to hunt him down. He was so unnerved by today's events, he was noticeably startled when the drone revealed a holographic screen out of its helmet.

"DNA test complete." said the drone in a robotic, mechanical voice.

Wasn't any less creepy than Zombozo's circus tricks, but it still gave Ben goosebumps. He sat down on the bed he was standing on, trying to read what the robot projected. It couldn't have been a good thing, as Vilgax's face took on a more serious expression, looking back at Ben.

"Just as I hoped."

"What? What are you talking about?" Ben asked, unsure of what was about to happen.

"The blood sample I took from you was what I needed to know if you were the one I was looking for." Ben gulped as he saw a band-aid on his left arm. Yup, the guy really could've killed him if he wanted to. "So you really have no idea who I am?" Ben shook his head no.

"Of course, the old man doesn't ever trust anyone, he always has to be the perfect role model in charge of keeping everyone in line. He doesn't even tell you about your true origins."

"What.. what do you mean by that?"

"Listen closely, Ben." said Vilgax as he knelt on one knee, getting down at Ben's eye level. "I know this may scare you, and I know you lived your whole life thinking you were from Earth. But you're not."

"Huh?!"

"I wasn't sure myself, but you looked all too familiar to me."

What kind of nonsense was this guy giving him? Of course Ben was from Earth, he was human after all. Well, not as often as he used to be now that he could turn into 10 different aliens with the watch, but he still came from Earth. He lived on Earth for his whole life. What was Vilgax even trying to tell him?

"I don't understand. How... how do you know me?"

Vilgax looked at Ben longly before deeply inhaling. With a tense look, he finally gave Ben the answer that would make the boy's entire world crumble.

"Ben, I am your father."

Silence.

Ben's eyes widened in disbelief at what he was told. No way.  _No freaking way._  No, no, no. He probably misheard. That was it, that was the only explanation possible, because there was no other explanation as to why Vilgax would say that. They couldn't possibly be related, they didn't even look the least similar! Ben shook his head in denial.

"You're lying to me!"

"Ben, I know it's hard to comprehend after I attacked you, but you have to believe me."

"Well I don't! I don't believe for one second you're my father! My dad is at home with my mom and you're not him at all!"

"How could I convince you otherwise?"

"You can't convince me, you don't have any proof!"

Vilgax hummed. "I don't suppose you can understand a parenting test at your age." he said, pointing to the screen the drone was still showing.

"I, uh, don't understand alien writing."

Ben swore he could've heard Vilgax mumble the words  _"old bastard"_  and  _"never planned to tell him about the outer world"_  under his breath. He watched as the ruler walked to a closet and took what looked like a normal bottle of water out of it. He then went back to Ben and casually took off the boy's shirt before promptly pouring the cold liquid on him.

"Wha- Hey!"

"Although you possess a human biology, it doesn't mean you should lack all of the attributes your mother and I had."

"So what?" asked Ben, ignoring the part about his mom. "Not freezing to death from this cold shower automatically makes me your son?"

Vilgax lightly laughed at Ben's remark. "The water from this planet is different from the one on Vilgaxia." Ben rolled his eyes at the planet's name. "Its chemical composition can enable our species' true form, but it won't work for you as you were born human. However, the one on Vilgaxia has one attribute not found here." he added, pointing to Ben's left armpit.

Ben looked at himself in confusion, before freezing as he saw something new on his body. Below his arm something green just appeared: on his skin was marked a tiny green six-tentacled squid, with two tentacles raised to its head. It had tiny little eyes, shaped roughly like Vilgax's own. As he was about to ask the alien about it, he saw Vilgax taking off his left hand's glove, revealing the same mark on his palm.

"What you're seeing is Vilgaxia's insignia. It's the symbol of our planet and a mark of honor, only reserved to royalty."

 _'Royalty, huh?'_  thought Ben.  _'Can't be. I mean, it'd explain why his name is also the name of the planet, but then, would that make me...'_ Ben stopped his thoughts because he most definitely did not want to agree with what Vilgax told him.

"Its presence on your skin is a genetic trait that can never be canceled out, regardless of what species you would be born as. It normally takes a few months to show itself on your skin and only needs some water to be visible. But you never stayed around long enough for it to happen..."

Vilgax switched back to an angry expression, clearly displeased by past events Ben had yet to hear about. Ben meanwhile was looking at the king, unsure of what to say. Feeling cold, he put his shirt back on and deeply sighed.

Okay, Vilgax hadn't aimed anywhere specifically before dousing him, so the chances that he knew where the little squid would be on Ben's body were small. It meant Vilgax aimed at random, unless he took the time to make a specifically-shaped tattoo under Ben's arm while he was snoring like a baby, and it would hurt like hell right now if it was the case.

Besides, why would Vilgax set this whole thing up instead of just straight-up cutting his arm off like he seemingly originally planned?

"Okay," conceded Ben, "let's admit for a second that you are my dad. Why are you making us talk instead of just, I don't know, ordering me to give it to you or else I'm grounded?"

"Because I didn't want to add our meeting to another list of my mistakes." Vilgax answered, his expression getting less tense, his voice becoming gentler, more vulnerable. "Ben, I spent the last few years looking for you, I lost all hope when I found no hint of you still being alive. There were so many places where you could've been, I should never have let my judgement get the best of me."

Vilgax stood back up, his eyes looking worn out.

"Ever since your mother died, I swore to protect you, and I failed. I lost you soon after I lost her, and I regret that. I really do, Ben. You don't know how much I care about you, how much I missed you, my son. And I intend to set things right this time."

Ben paused as he realized the man in front of him wasn't the same person who tried to slaughter him anymore. Vilgax had changed in a matter of minutes from the heartless warrior he embodied to a poor man, a sensitive and shattered person. How was it even possible? Ben wondered if he really was the cause of that change.

He was taken aback as Vilgax's hands wrapped around him, initiating a hug. Ben blinked, still in shock of all the information, all the reveal, all the mind twisting he just experienced.

How was he supposed to take in all of this? If Vilgax was right, that meant he was the son of...  _the son of an alien_. He was always linked to the alien stuff way before he found the watch. He was always meant to have an insane life, it didn't matter if he got the Omnitrix or not. He was supposed to be a weirdo since the very start. He was never normal to begin with.

He clenched his fists. When were his parents (could he call them his parents anymore?) planning to tell him? When was he supposed to learn that all of the times Gwen found him weird, every time people made him an outcast, every time he felt bad about how everyone saw him, all of that was true? He was told he was being treated like an equal at home, yet they spent all this time lying to him, hiding the truth about being... being an alien kid!

What else didn't they tell him? He wasn't even sure his name was his real name anymore. If they didn't tell him the truth now, would they ever? How could they tell him he was considered an adult if his whole life was built on lies?

What did they tell the rest of his family? That they had a baby overnight?! And what else? Vilgax knew Grandpa Max, which meant he was definitely involved in this whole mess. Did Grandpa Max think Ben wouldn't eventually know even if he wasn't told? And what harm would there be if he was? He wouldn't stop loving his family, he trusted them with all his heart.

And now, that trust was broken.

He understood Vilgax didn't look like the most kind guy around, but it still hurt to know it took him being  _kidnapped_  by his  _real father_ to learn the truth. How could they expect him not to find out at some point? Did they think he would live his entire life without ever discovering a lie that big? Did they ever even consider the possibility he would be mad if no one trusted him with the truth?

He hadn't realized tears were running down his cheeks. Out of words, he found himself returning the hug, feeling it could help cooling down the warlord's behavior, and that he needed comfort too at the moment. He should've been aware of his bloodline a long time ago, now had been the worst moment ever to tell him. He felt Vilgax patting his back, and tried to keep his composure as his... father... spoke to him.

"From now on, I promise to make this all better for us, Ben. You spent almost all of your life away from home, and I will make sure you're able to live free from Max Tennyson's doings. Stealing you was his biggest mistake, he won't be able to hinder you any further if I intervene." He pulled away from the embrace, a hint of softness in his voice. "Now, you probably have a lot of questions concerning your roots and status on Vilgaxia. Where do you want to start?"

Ben hesitated, not very sure of what to ask. After what Vilgax revealed to him, he had over a thousand questions in store. He thought it over. Now what was the reason Vilgax had been so upset while reuniting with him? He decided to begin with the first thing that caused all of this.

"What did Grandpa Max do, exactly?" Vilgax frowned, but he seemingly shook it off when answering.

"It was almost nine years ago. I was gone for a few days on a business trip to a planet in the Andromeda Galaxy, when I was notified by one of my spies of a Plumber ship approaching our house."

_'Plumbers? I mean okay, Grandpa Max fixes pipes and stuff, but is that a bad thing on other planets? Did Grandpa flush him down a toilet before?'_

"I had interrupted my plans and attempted coming back in case something happened to you while I was gone, when I..."

Suddenly, the light of the ship started flashing red when an alarm cut him short, catching their attention. The drone displayed a different screen, showing a map of the ship with another alien inscription on it, changing every second. Ben didn't feel like asking the alien king again what it was, not wanting to annoy him more than his Grandpa did, so he tried to figure out on his own.

Vilgax's eyes were wide in shock, and the red beeping became louder while the inscription changed, reminding Ben of a ticking bomb.

Wait, a ticking bomb? Ben remembered that (at least on Earth) not every country uses the same letters, and the same applied to numbers sometimes. What if this was what the inscription meant? Numbers changing quickly. A timer. A countdown.

There was an intruder.

"What's going on?!" Ben asked.

"The auto-destruct launch sequence has been initiated! Someone must've entered the control room while I was away! This countdown is what time we have left before this entire ship explodes!"

"Can't you disable it from here?"

"No, the main commands are only accessible from the main computer. And there's only one person I know that would have the nerve doing this. Ben, come with me. I'd rather have you around while dealing with this nuisance."

"Okay, XLR8 it is!" said Ben, about to turn into an alien. He was picked up by Vilgax almost instantly.

"It might be best if we go together and that you keep the Omnitrix recharged in case you need it."

"Oh come on, it'd be faster if I go hero! I already got into a situation like this so many times I can't count them, I know what I'm doing." protested Ben.

"You would most likely end up captured, especially if they see me near you, and I don't think I want that to happen again, son."

"Please, I can take care of myself just fine." said Ben, set on winning this argument.

"Then I trust you to stay with me on this one." Vilgax said, carrying Ben under his arm before running off in direction of the main room of the Chimerian Hammer.

Ben pouted as they went into the hallway. It felt like when his parents forbid him from going to his first video game convention on his own under the pretense it could get too violent. So many kids (including Cash and JT) were there to make fun of him. He didn't realize quite yet how much the memory was appropriate.

His arm felt a bit sore from sleeping on it and he still felt a bit dazed from the drug Vilgax used to put him to sleep. That and being taken around like a rag doll all day kind of wore him out. It'd take some time to get used to kicking butt after today if he didn't get a timeout now. Maybe Vilgax had a point in saying they needed to team up for this fight, but he really didn't feel like admitting it for now. Besides, he had the Omnitrix, he could fend for himself.

He did have one question for the ruler, though.

"Who do you think is doing this?"

"Oh, I have my little idea." seethed Vilgax, anger rising again.

**Notes for the Chapter:**

> Making a stop here, next chap in a few minutes!


	3. Confrontation

"Do you really think this is going to work?" she asked, not really liking the setting of the place they were in.

"If Vilgax wants something, he wouldn't let himself explode while getting it. He'll definitely rush in to stop us. When he does, we'll have to be careful," Max said, seizing the weapon he picked up from earlier, "I know him well enough to know he won't let us get to Ben easily. When we're done, I'll have to enter the countdown disabling command, so we also have to be quick. Then we can look for a way to help Ben."

"I can see someone coming." said Gwen, pointing to the display Max used to track down Vilgax. Two dots on the map were moving in direction of them.

"He has Ben with him. Of course, he can't afford to leave him behind when this ship is about to blow up. Gwen, stay close to me, okay?"

"Grandpa," said Gwen, "how... how do you know Vilgax?" She looked troubled as she spoke. This entire day had been full of revelations, and she didn't even know if Ben had his fair share of it if Vilgax was torturing him. He was thrown in the middle of this (both figuratively and literally) alone, she had to intervene to save him.

"Vilgax is... an old enemy." Max answered. "We fought many times in the past, he's an intergalactic warlord, always looking for conquest, and he definitely came here for Ben."

"You mean, the watch." corrected Gwen.

"Yes," Max answered, realizing he might've slipped up, "He's a cunning, power-hungry and cruel conqueror. He's one of the most feared beings in the universe, so much that no one in the entire galaxy ever wants to work for him, too dangerous for anyone in their right mind to accept."

"What about someone with no mind at all? I mean, Ben has no brain, think he would want to work for him?" she joked.

"I doubt Ben would accept working for someone who tries taking over the universe for a living." Gwen's smile faltered when she realized he was being serious. "If Vilgax would let go of his grudge against me and if I didn't teach Ben the right thing to do, it'd be a possibility. But one thing I know, is that Vilgax never forgets."

"Ugh, space cops, evil alien emperors, and my cousin held hostage? This sounds like Ben's cliched comic books." complained Gwen. "Why is it so hard for people, even if they come from another planet, to get that this kind of thing is overdone and that someone will stop them someday? That's always what history classes taught me, anyway. Did you and the other Plumbers never arrest Vilgax before?"

"We did, except a dangerous criminal like him is used to escaping. It was harder keeping him in check than catching him." Max sighed. "You know, there used to be a time when... Vilgax wasn't as bad as he turned to be. For a while, he helped some of our operations and didn't interfere much with the law. Until he left to go back to his home planet and become king. After that, he kept getting into shady business for many years, until he became the man you saw today."

"Is that thing," she asked, pointing to the high-intensity plasma gun her grandfather held, "really gonna help?"

"I'd be surprised if it didn't. It was made years ago and tested on some petty thieves from Vilgaxia who wanted to mimic their king. Under a low energy setting, it could knock them out for a few weeks. But this time, we can't hold back using it. Vilgax is dangerous, all possible ways to stop him are valid in this situation. Last time I had it, I gave it some modifications of my own. Now it's designed specifically to destroy Vilgax, and this time for good."

"I'm more worried about Ben." Gwen said, crossing her arms. "Knowing him, he would've already made at least some damage to this place. He always likes to break stuff with the watch. What if Vilgax did something to him?"

"He won't do anything to Ben as long as we have our say, Gwen. Don't worry, your cousin will be safe after this." he said, giving her a hug for comfort. "Right now, Ben needs us, and we have to stay strong. Vilgax isn't like the other criminals he fought this summer, we have to stay on task for when he comes. He'll probably be armed to the teeth with attack drones as soon as he reaches that door. Stay behind me and make sure you don't get touched by the lasers."

"Okay, Grandpa." she said, inhaling before regaining her composure. She might've argued a lot with Ben this summer and she doesn't have any powers, but that won't stop that she'll try to bring that doofus back in one piece, even if she doesn't have any fancy gadget to do so.

"Ready?" asked Max, aiming the dark hallway.

"Ready." answered Gwen, determination in her eyes.

Out of the shadows, Vilgax's tall silhouette appeared, his red eyes piercing through the darkness.

As he saw both Tennysons on the defensive, he huffed. Carefully, he put down the small person he had been holding under his arm.

"Ben!" exclaimed Max and Gwen, seeing the young hero was okay.

Vilgax recognized the device Max had equipped. His eyes widening, he picked Ben up immediately and tossed him out of the way.

Ben barely had the time to register what was happening. All he saw was that Vilgax threw him away like a dodgeball (much like during their first encounter), that the alien was right in assuming Grandpa Max was the one infiltrating the ship (as much as the idea of the RV being able to fly still sounded ridiculous), that Gwen and Grandpa were safe and sound like Ben hoped they would be. And that Vilgax was just shot in the chest before being sent at the control panel, his body going through the wall.

Time stopped for Ben. He kept staring at where he was a few seconds ago, unable to process what just happened, before realization finally hit.

Vilgax got shot. Grandpa Max shot Vilgax. Grandpa Max shot him in the chest. Vilgax was mortally injured. Vilgax pushed him away from danger and took the hit. Vilgax risked his life for him. Ben saw Vilgax getting blown away. Ben feared seeing Vilgax for the last time.

Ben thought he just saw his father die.

He stood there, frozen by the shock. He felt like he couldn't move, like he couldn't see anymore. He understood nothing that occurred today, he didn't comprehend anything anymore. His whole life was a lie, he wasn't who he thought he was, his family planned to lie to him for the rest of his life, and now his real family was on the verge of dying. And he had no say in the matter despite how everything revolved around him in this whole disaster.

It wasn't fair,  _it was so not fair!_

He could feel tears streaming down his face, he could feel his body trembling, he could feel he was about to lose it, but he didn't care anymore. He started sobbing, unable to take any sort of surprise after this. He didn't feel like the hero he wanted to be now. This whole time, he thought he was strong, but he knew how much this proved how weak, how terrible he was at it. He was the reason his family was being torn apart, and now he couldn't even fix the mistakes he made. What was wrong with him?

Gwen ran to his side as soon as she saw Ben collapse. Concerned, she shook Ben's shoulder, trying to get his attention. He didn't even budge, he just kept a catatonic expression. She called out to him.

"Ben?  _Ben?_ Ben, are you okay? Did Vilgax hurt you? Do you have any wound anywhere?" she asked, looking for an injury of any kind.

He didn't respond. Gwen checked if he had any bruises or cuts. He didn't have anything, beside what looked like a small band-aid, but he was heaving as if he had trouble breathing.

"Ben? Earth to doofus, hello? Ben, answer me! You're kinda freaking me out right now!" she said, not realizing the reason behind her cousin's meltdown. She tried to snap him out of it. "Ben, it's me, Gwen, your cousin! Please, I'm right here, I'll help, it's gonna be okay! We'll get out of this safe, don't freak out! I'm here to help!"

"Vilgax must've done something to him. Come on kids, let's get out before this entire blows up." said Max, walking towards his grandchildren, approaching to carry Ben to the Rustbucket.

Suddenly, Ben stood up and, his fists clenched, he walked towards the hole in the wall the blast at Vilgax's body made. He looked on, gritting his teeth, unable to hold back his tears, as he saw the Chimera Sui Generis' body laying on the ground. Gwen couldn't see Ben's reaction, but she could tell he was troubled by what he had just witnessed.

"Ben, it's going to be okay, it's over now. Vilgax is gone." she reassured him, not knowing how poor her choice of words was.

"You... shot him..." Ben muttered.

"Ben?" asked Max.

"You shot him! I can't believe you  _killed him!_ " Ben shouted, not daring to look at the old man's face.

"Ben... I needed to. He took you away, I had to give it all to stop him, I..."

He was out of words. He didn't know what Vilgax did to Ben to scare him this much, he didn't know what to tell Ben yet, whether it was the part about Plumbers, or being found in Vilgax's castle. He knew he couldn't face his grandson in this situation, so he looked down, ashamed of the predicament his grandson went through by his fault.

"The timer is still active. No need to disable it after all, I'll get the Rustbucket ready." he said, knowing trying to talk with Ben would only make things worse. He sighed, going to set up the RV.

Gwen assumed Ben was bothered by the same thing than her. Their grandfather just revealed a whole new side of him, one that wasn't afraid of killing someone, even if it was to save him. Considering they thought they'd spend all summer just having to avoid Grandpa Max's cooking, it was probably scary for Ben to see their grandfather manipulating a lethal weapon and using it as a killing machine as if it was nothing. Even she was scared at the idea, but now wasn't the time to be afraid, they had to hurry before the ship exploded.

She went to Ben, putting her hand on his shoulder. He looked at her, obviously worn out.

"If you stay here, you're gonna get toast. Come on cous', I didn't jump over a cliff just to see you turn into an even doofuser version of Heatblast." she said, trying to change his mood.

Ben looked at her, uncertain of what to say. Gwen... now Gwen always acted as if he was part of the family. Even when they argued, she admitted they were from the same family, even if she wished it wasn't the case (guess her wish got granted). So she couldn't possibly know the truth about his origins, and he doubted Max told her, otherwise she would've understood his meltdown. She was the smarter cousin after all.

So if Gwen didn't know, the adults probably didn't tell her. Someone else they lied to. But it meant she was genuinely on his side, despite their incessant bickering. If she ever learned the truth, would she stop seeing herself as his cousin? He didn't make a good impression either, but at least she didn't seem mind the Omnitrix wearer so much, even if he kept teasing her with yucky stuff recently.

No matter what they did, Gwen was still his cousin, even if not by blood. And she had been honest with him (mostly complaining about him, but she was still being truthful). She knew just as much as him, probably even less, about their (her?) family being involved in alien stuff. She could still be trusted.

Ben chuckled. Out of all people he'd have to depend on, he hardly imagined it would be his dweeb of a cousin. He looked at her eyes. They were the exact same shade as his, which always confused him because only his mo-... only Sandra had them, and she wasn't related to Aunt Natalie. Could Gwen also be...?

Nah, not possible. She was the most down-to-earth person he ever knew. Even if at times, they hardly considered each other to be from the same species (which now sounded more ironic) because of their differences, it would be all too funny if she turned out to be an alien too. At least having the same eye color must've helped his cover as Gwen's cousin, back when he didn't know he had a cover.

Ben looked back sadly at the hole in the wall, looking at the shadow of his father's body. Maybe he had a life on another planet, waiting for him after Vilgax found him. But it wouldn't be like he wanted it to be, especially if he saw the person giving it to him die before they got the chance to know each other. He sighed, sadly observing Vilgax's lifeless corpse.

Said corpse lively rose back from the dead, and a quite unharmed Vilgax, not even a scratch on his armor, stood up, his red eyes focusing on both children.

"Uh oh..."

"He's alive..." Ben whispered.

"Grandpa!"

"You're alive!" Ben exclaimed.

"Hmph!" huffed the warlord. "It will certainly take more than that puny excuse of a weapon to make me, the Great Vilgax the Conqueror, ever reach my end!"

Ben could barely hide his relief and contentment as he saw the man in good shape. Gwen however didn't seem to share that feeling, as she tugged on his shirt to make him leave. As Vilgax showed himself, Max went out of the Rustbucket, his weapon still in hand, aiming back at the ruler.

"Tennyson! You are the thorn in my side!" cursed the ruler.

"How? How could you survive this?" asked Max, shock clearly present in his eyes.

"Your weapon won't help, Max Tennyson. As you can see, I'm much stronger than in our last encounter. And I fully intend to show you what happens when you take what is mine." threatened Vilgax.

His combat drones suddenly gathered around the Tennysons, surrounding them.

"Neither Ben nor the Omnitrix belong to you, creepface!" Gwen claimed, startling Ben as she dragged him far from the alien. Not even the robots around could make her flinch. "I'm not afraid of you!"

"Oh but you have every reason to be, child." said Vilgax, unamused by her protectiveness over his son. "Stay back with your grandfather or you might regret it."

"If you touch one hair on my grandchildren's head, I swear I'll-" Max's were cut short as the alarm on the ship became redder and louder. "This place is going to explode soon! Vilgax, let my grandson go!"

" _Your grandson..._ " seethed Vilgax, making Max uncomfortable with the implication he knew how wrong that statement was.

"This isn't the time to discuss! If we don't do anything, you will go down, Ben will go down, and the Omnitrix with him!"

While both adults were arguing, Ben finally snapped back to his senses. Shaking his head, he stood back up and started fiddling with the dial. Ben could see that Vilgax and Max were at each other's throat right now (despite Max trying to be reasonable), they would probably want him away and safe rather than attempting to stop the timer. If he didn't intervene while there was still time, Vilgax would be gone for good, and the Tennyson family along with him.

He selected Grey Matter, deciding that the little alien's brain could be of use when manipulating a computer belonging to alien technology he never interacted with before. He slammed the dial and, as usual, felt his body transform in a big flash of green light. He felt his muscles melt, his head ache a tiny bit, his eyes changing shape, his arms and legs stretching until...

Ben found himself turned into Upgrade.

"Aaaah! Stupid watch!" Upgrade complained. He then noticed Vilgax's robotic lieutenant standing next to its master, giving him an idea. "Hey, maybe this isn't so bad after all..."

Gwen was standing near the RV now to avoid the blasts, confused at what her cousin had in mind.

"Um, Ben? What are you doing?" asked Gwen, looking at her cousin liquefy himself before slipping all the way through the battlefield.

This was going to be tricky, he needed to sneak around without being caught for his plan to work: go to the main computer, disable the ticking bomb that the Chimerian Hammer was becoming, prevent the drones from seizing him or Max taking him away from the battle. He sighed at the situation, genuinely wishing family summer vacation had been calmer or at the very least, a notch less dramatic.

As expected, they had engaged in fighting. Hordes of drones had come at Vilgax's side, while Max's blue gun activated a shield. In an instant, a flurry of blue and red blasts appeared from both sides. Neither really moved to get closer to the other, as doing so would ensure bigger damage but bigger risk for both of them. And neither the old Plumber or the Chimera Sui Generis wished to die in front of Ben.

Upgrade easily dodged the men's as he jumped from robot to robot, easily catching both fighters' attention.

"Ben! Go away! This is between us!" shouted Max, ceasing fire.

Upgrade ignored the old man, instead focusing on limiting the damage. He went from a small bioid, to an UFO like robot, to a bigger insectoid one, disarming each of them and positioning them in front of the warlord as human (alien? robot?) shield. Vilgax may have been resistant enough to take one blow, but Upgrade didn't feel content about him potentially getting shot again. He was satisfied to see he effectively managed to tamper with the battle.

Vilgax raised a brow at Ben's plan, surprised as he saw the Galvanic Mechamorph jump next to him, merging with his main drone before running back to Max.

"Grandpa!" Ben's voice came out of the drone. "This one has control over the entire ship! Go get Gwen away while I take care of Vilgax!"

He could feel everyone staring at him for doing that.

"What?! Ben, no this is dangerous! Come with us!" said Max.

"What the hell do you think you're doing, doofus?! You're gonna get yourself killed!" shouted Gwen.

Vilgax observed curiously as the boy dealt with the Tennysons, wondering what he had in mind.

"If you stay here, you'll die too! I can hold Vilgax down with his machines, just take the Rustbucket and hurry! I'll use one of the drones to escape! Now, go!"

"But-"

"Gwen! Trust me!"

Gwen silenced herself. Ben was going crazy, there was no other explanation. But since when did he care about her opinion like this? He'd always rush in the battle on his own and get himself in problems before needing her help, and now he asked her to trust him. There was no way she'd say yes. But something seemed off about Ben.

When he spoke, he sounded... troubled, worried. Usually he'd be overconfident about a fight like this, but now he seemed... afraid, unsure. Did Vilgax do that much to hurt him? But then why didn't he hesitate to take over the drones then? He didn't back down in front of Vilgax, going to control his closest robot, then why was he worried? If he wasn't worried about himself, was it for her and Max?

She shook her head, not feeling like arguing with Ben right now.

"Gwen," said Max, "we need to-"

"Let's leave."

"What?! But Ben-"

"If this doofus managed to win against Zombozo alone while cowering in fear like a baby, I think he got this. Now, let's go!" she said, running to the RV. Had Ben been in his human form, maybe she could've seen the grateful smile on he wanted to give her.

Max gave a last, saddened glance at Ben, before following his granddaughter into the vehicle. Both aliens watched the humans go inside the old car before going through a hole in the ship's windshield. Upgrade got to see that effectively, yes, the Rustbucket could fly. With space thrusters appearing from its sides like in movies.

"Now that that's taken care of, let me help." said Upgrade, leaving the drone for the damaged command panel under Vilgax's watchful eye.

The child had distracted them, interrupted their fight, subdued his drones, tricked the other humans, convinced them to leave and took matters into his own hands, all in a matter of minutes. Hard to believe he was just 10, because none of Vilgax's past opponents could've managed this faster. Even Max Tennyson took more time to get rid of the ruler in the past.

It was a wonder how Ben got caught in the first place.

"It was a reckless thing to do."

"Thanks, I'll take it as a compliment." answered Upgrade's robotic voice.

"You could've gotten hurt without my aid."

"I didn't and managed on my own, so that's a good bonus. Besides, if I didn't do anything, we would end up in alien afterlife before one of you wins. And if even if one of you won, I don't feel like seeing a slaughter today."

"You're going to be the death of me someday, you know that, son?" said Vilgax, crossing his arms, although his voice sounded more amused than anything.

"I'd rather not have you die for me, thanks. Aaaaand, all done!" announced Upgrade.

The incessant beeping had stopped and the red lights went off. They were safe for now. But the ship was still moving in the sky.

"Hmm, if you hadn't been lucky, the broken commands could've electrocuted you, and you would be quite injured with an alimentation like the one I use. But I guess you did it. Congratulations." said Vilgax, hiding some of his pride behind his breathing mask.

"Phew, never ask me to do that again! These letters are so complicated I almost thought I'd reduce this spaceship to pieces faster!" complained Upgrade as he went out of the keyboard, his singular eye half-closed out of tiredness.

"You did well for your first time driving a vessel like mine, maybe you'll receive one when we get home."

"I have to go back to Grandpa and Gwen."

There was a beat. Vilgax hadn't expected Ben's decision.

"What?! But why?!"

"I told them I would come back. You know that if I go with you, they'd know where to find me. And they'd take me back, just like the first time."

Vilgax frowned. "I've searched for you for years, Ben. I can't let you leave after finally finding you!"

"I still have a life over here, I... People can't expect me to disappear one day like this. They'd know if you were involved and all it would do would be bringing you more problems on your... on our planet. I'm sorry, but I can't go. Not now."

Vilgax clasped his head. Had he come to Earth sooner, maybe he could've taken Ben back so there wouldn't be any problem. But now he took too long, and his son wouldn't follow him. Had he fallen that low?

"All these years, and I keep failing her even more..." he muttered.

As he reverted back to his human form, Ben was unsure of what to say. He knew Vilgax had came on Earth to look for the Omnitrix, not him. But ever since he saw who he really was, they almost didn't talk about the watch at all. Was he that much of a priority for the ruler? He wondered if Carl and Sandra would've done the same in Vilgax's place. Although he doubted they've had alien technology anywhere in the house.

"You promise me there's no danger on this planet for you?" asked Vilgax, visibly upset.

"Yes. If I get into trouble, I know what to do." Ben said, showing the green bracelet on his left wrist to his father.

"Hmm, then don't tell Max Tennyson what I've told you about your real identity." said Vilgax.

"Um, okay? But why? You think he hasn't told anyone yet?"

"If he still didn't tell you when I arrived, it's better if he thinks you still are kept in the dark." explained Vilgax, returning to his sour mood from when Ben saw him in his vision. "He might do something to you once he realizes you know you don't belong here."

_'That's like, every social outcast's nightmare.'_  thought Ben.

"My ship isn't too damaged, so I can get off planet and still make it fly until I reach one of my bases for repair. I'll be okay for now, thanks to your help." he said, ruffling Ben's hair. "Now, follow me if you want to go back to your  _family_  before night falls."

Ben could tell which word wasn't said positively, but he preferred to stay silent. At the same time, he too started having doubts regarding the importance the Tennysons held for the idea of family, now that he knew and felt that he was lied to.

* * *

Max felt his heart skip a beat as she saw the Chimerian Hammer still flying, disappearing in the horizon. Yet still no sign of Ben. Gwen was next to him, and she seemingly started to be afraid for Ben too.

Vilgax was behind the mysterious robots that attacked them when Ben found the watch and when Rojo sent Max to the hospital, it was a more than valid reason to be worried. They had trusted Ben, and they would keep on waiting for him to come back. But if they didn't have any news soon, they might do worse than just lose their cool.

How are they going to explain to Carl and Sandra that, during a trip, he got kidnapped and taken on another planet by Max's old enemy? That was the worst thing that could happen right now and one of the many reasons Gwen felt she wouldn't get to see her grandfather anymore when they get home. She wished that Ben would hurry up and come back to them immediately, instead of making them worry about him more than in their entire lives.

Max, however, was more worried about how to get Ben back. He'd have to recontact the HQ, ask for permission to use one of their vehicles, potentially even having to come out of retirement to do so. And he'd have to follow Vilgax through space, chasing him to another solar system, all in hopes that the ruler didn't already end his grandson's life.

He trembled at the mental image that something ever happened to Ben because of him. He wasn't sure Ben would blame him for being past enemies with Vilgax, but if the king recognized Ben, god knows how much Ben could be able to stand the idea that his entire life almost took place in a dungeon or an alien prison for humans, all for Max's past deeds. The old Plumber knew how quick to dismay Ben could be towards others for keeping important things from him, he just hoped it didn't apply to him this time.

They could hear the news reports coming out of the RV, as they hoped something about Ben would be mentioned if he ever landed back into town rather than right back at them. Now the sun was getting down, the sky was darkening, and they were still waiting.

"That doofus, who does he think he is?! Making us worried sick about him when we could be, I don't know, eating marshmallows, watching TV, visiting a museum, going to the restaurant..." Gwen listed, progressively sounding concerned as she mentioned what she wished to do with her free time, with Ben coming along.

"Vilgax isn't getting away with this so easily, Gwen." he said, reassuring her. "When we get back to Mt. Rushmore, I'll send a signal to another nearby base, we'll-"

"Grandpa! Look!" Gwen shouted, pointing to what looked like a meteor in the sky.

Max observed the red flying object in the sky, until he realized it was heading right towards them. Taking a hold of Gwen, he jumped back and they both fell on the ground as the giant orb landed heavily, making a crater with its impact.

Both Tennysons looked at what seemed to be a giant spiky escape pod, one with a design that reminded them much of the ones coming out of Vilgax's ship. They saw a big red light coming out of its door and as the hatch opened, releasing steam as both metal pieces strayed from each other, they readied themselves, prepared to make the squid man's life a living hell with their bare hands for harming Ben.

"Somebody call for a hero?" came a teasing, pretentious voice.

Once the smoke cleared out, Ben appeared, a cocky grin on his unhurt, perfectly healthy face.

"You idiot!" said Gwen, giving him a jab on the shoulder.

"Hey! What was that for?!" Ben protested, wishing he hadn't lost his band-aid after becoming Upgrade.

"For scaring us, that's what!" she said, briefly hugging him (which could've surprised him if it wasn't for everything that happened today), before quickly pulling back. "So... um. Don't do that again."

Ben smiled. She really did care, deep down. But like hell she would admit it.

"What happened to that 'using one of the drones to escape' plan of yours?"

"Busted them all, ran out of choices. So I took the closest thing next to it. Much safer and smarter than just a robot, huh?" he stuck his tongue out, recognizing his cousin's sarcasm and retaliating.

"We're just glad you're alright." said Grandpa Max.

Ben took on a less amused expression as he turned to Max, suddenly having lost his chirpy attitude.

"Grandpa," Ben announced, "we need to talk."

* * *

Vilgax paced around his ship, awaiting for his engineers to give the finishing touch to the Chimerian Hammer.

He had originally planned to take the Omnitrix, destroy the Earth, reaffirm his title as Conqueror of Worlds and annihilate all resistance, and failed. Yet finding Ben again after all these years of hiding Max Tennyson had inflicted on him made it all worth it.

He knew it would take time for Ben to accept his place on Vilgaxia, and he knew that his son still had too much attachment towards Earth, but it didn't discourage the ruler the least.

There would be a time where he would have his child back at his side, and Vilgax knew just how long Ben could stay away until he realizes where he truly belongs. He had lived the same problem. And after all...

Like father, like son.

**Notes for the Chapter:**

> Now how much is Ben going to like knowing that Vilgax was torn apart (literally, not figuratively) by Max more than once in the past? DUN DUN DUUUUUUUUN!
> 
> Anyway, hope you liked this chapter, I'll see you next time, have a good time!


	4. Incomplete Truth

"... and then 'kablamo', no more Vilgax. Or so I thought, until today."

Ben stayed silent as he listened to Max telling his tale as a young Plumber. He had paid attention closely to what the old man said, looking for any clues about the events that happened nine years ago. He disappointedly sighed, realizing Max had stopped his story at some old rocket launching incident. He figured out hearing about his "kidnapping" would be out of the question.

After coming back to the RV, Ben had told Max and Gwen about what happened. Or at least, the version of the events he and Vilgax agreed on. He said the ruler managed to disable the auto-destruct launch sequence but still ended up under a pile of rubble after Upgrade apparently turned his entire ship against him.

Ben claimed having redirected the ship to crash far from where it was originally parked (if he could say that about an alien spaceship), leaving Vilgax to burn inside. He still had trouble believing his lie worked, even more after Max said he sent the warlord on a nuclear rocket to explode against the Chimerian Hammer. Hard to imagine that someone who survived  _that_ could not survive a simple crash. He told himself it was for the best though, not wanting to give anyone the benefit of the doubt.

If his  _father_  (he still had trouble taking that in) was presumed dead for now, the Plumbers, Max included, should feel more at ease and lower their guard down.

He still didn't understand why Max hasn't said a thing about him being taken away yet. Vilgax just came in, it was impossible for him not to spill the beans. Come on! Sure, Ben said Vilgax barely interacted with him before trying to take off the Omnitrix and bringing him to the control room, but it felt like Max was blindly trying to avoid the inevitable. He was responsible for what happened to Ben in the first place, he should try and fix it rather than leaving Ben hanging and still hiding the truth after Vilgax obviously revealed it to the boy.

He knew today had been stressful for everyone, he just wished Max made an effort to fix his mess when it got really bad. And the old man didn't, making Ben even more upset. Why would Max not tell him he was the son of an intergalactic tyrant even  _after meeting said tyrant?_

It's not like Ben would immediately go to Vilgax's side just because they were related. He may have felt bad for the king back there, but it's because he thought he saw him die. And because, despite just having met each other, Vilgax showed softness and trust in Ben, letting him carry out his stunt back on the ship. He had told him the truth about his origins and almost didn't mention the Omnitrix after recognizing him, as if it wasn't the reason he came on Earth anymore.

He doubted that Vilgax was heartless. He felt that the alien was maybe ruthless, cruel, definitely threatening, but the fact that he took Ben out of the way, exposing himself to a potentially deadly blast, just so Ben wouldn't get harmed... He doubted anyone could call that act heartless.

Besides, if Ben and him were related, he couldn't be  _that_  bad.  _'Right? Right?!'_  he thought to himself.

He looked back at Max, still having a hard time believing he had secretly been a cop. According to his story, he was a Plumber, in the sense he was a space cop charged of keeping the galaxy safe. Had Ben heard about it before, he would've wanted to become a Plumber too, probably even considering himself as one in training. Now he wasn't so sure if he wanted to follow that path in the future, he didn't really get a good first impression of the job.

It sounded like a good way to officially start his hero career, but if his  _father_  was enemies with them, he seriously doubted it'd be a good idea. Not to mention Ben didn't want to be the reason one of his relatives (if he knew them like he thought he did before) died, if Vilgax wasn't the only one on the list. He'd have to look for another path if he wanted to be seen as a great hero someday, and being an intergalactic warlord's son would probably not help his case if he ever thought of becoming a Plumber.

Unless they wanted to use him as leverage...

"And you knew about the watch the whole time?" asked Gwen, snapping Ben out of his thoughts.

"Not really, just rumors and scuttlebutt. I was as surprised as you guys when it turned up on Ben's wrist." answered Max.

"You always told us we could tell you anything, Grandpa. Guess you didn't feel the same." she sighed, looking away from him.

Ben felt he couldn't relate any more to her in that moment.

Despite only hearing half of the story, Gwen ended up doubting a lot of what her grandfather had been telling her this whole time. She felt betrayed, and rightly so. She didn't know her cousin was related to the giant squid they met earlier that day, but she still was wary of what was going on. Ben realized she truly was the smart one between the two of them.

Had it been her instead of him, Ben was sure he would've kept on believing Max was completely right in what he did, never questioning his actions.

They heard police sirens and looked at the window as Max parked the RV, seeing a few police cars and an ambulance coming. Ben undid his seatbelt, going to talk to Gwen.

"Interested in helping me 'unclog' this new challenge?" he suggested.

"Maybe you should start by unclogging that hairball in your brain, mister plumber." she teased.

"I hope you never change, cous'." said Ben, as he opened the RV's door.

"Uh, Ben?" Gwen questioned.

"Ben, wait!" warned Max.

He didn't see the boy glaring at him as he went outside, fiddling with the watch to get XLR8. The young hero was out of luck as he turned into Ripjaws.

"I know there's sea alien blood in me, but come on, man! This is so not helpful." The fish alien pouted, spotting a fire truck coming. Sneakily hanging onto its back, he started musing about Vilgax's words. "What did he mean by Earth's water and unlocking our, or I guess right now,  _his_  species' true form?"

* * *

Vilgax quietly observed his schedule for the next two months, looking at the rest of the meetings he had take care of. He needed to empty it out as much as he could, so he could aid Ben sooner. A king had much to do, many armies to keep active, commanders to receive reports from, drones to keep in check, the ones on his fleet as well as the ones he left to protect his palace, and finally restock his arsenal of weaponry. He didn't want to make the same mistake as last time, after all.

He trusted his people and knew they had taken no role in his son's disappearance, but he knew as well they couldn't get the job done as well as he did. Vilgaxia's inhabitants always preached peace before he came into power, and while his actions as their ruler managed to make them more aware of how their peace couldn't solve everything, it took him losing Ben to show how unforgivable he could be, and most did well in complying with Vilgax rather than keep the ideals that led him to lose his only child and heir.

He hummed, realizing it would take some time before he could return to Earth. It wasn't so bad, as he could start preparing Ben's rooms at home, and with his son to back up the Earth's Plumber bases' rumors, he was believed to be dead as of now, just like one or two decades ago. And now that Ben knew how much Max Tennyson was full of lies, his son could see the old bastard for who he really was.

Vilgax didn't like leaving him behind, but like Ben himself said, his absence on Earth would raise a few flags, and until the life waiting for him on Vilgaxia was fully prepared, he couldn't go back home yet. But staying with Max Tennyson could open the child's eyes, show him how despicable the man could be when his true colors were revealed.

Besides, while he couldn't show up on Earth again like he did before, it wouldn't stop him from regularly checking on the young boy, just to see how his son could manage living on that pitiful planet for the time being. When they would both get home, he'd show Ben everything he missed, everything he was supposed to see, the place where he should have grown up with other Vilgaxians, where he was always meant to live with his real family.

Now he had to be patient, and await the right moment to go back to Ben. While he missed his son more than ever now that he finally got to properly know him, he needed to go undetected from the Plumbers' surveillance. That damned Uxorite that carried the Omnitrix had damaged his body enough to force him to stay back and use his drones rather than go fetch it himself.

It would be better if he interacted with the boy while being whole, not wanting to go back into the healing pod for who knew how long, especially with the injuries he already had. He wished he was still intact when he met Ben again, instead of having to rely on mere enhancements and a breathing mask to make his body function correctly. He needed to go back to training as soon as he was healed, otherwise he was running a big risk staying inactive for too long.

But he knew he didn't have to worry much about Ben. The boy had proven himself to be quite resourceful when it came to fending himself, and if he managed to defeat the girl his drone has possessed this well, he would do fine in a low territory such as Earth. But he was still only 10, and without help from anyone outside the Plumbers, he could end up in a fight he wasn't sure to win.

He pondered, coming to the conclusion that if he couldn't help his son now, he could still send him help and feedback until they met again. He also needed to be wary of who to hire, knowing the "Tetrax Shard" and "Hoverboard" incidents should never be repeated.

Well, he just hoped that while he wasn't there to supervise Ben, his son wouldn't complain too much about having Bounty Hunters bodyguards for now.

* * *

Ben wondered if it was possible for someone's mood to get this sour in only a few hours.

He pouted. After being mocked by a weird dwarf alien, getting shot by that Phil guy (he began to sense a pattern with what happened on the Chimerian Hammer), receiving ear (gill? nostril?) torture from the same Phil, being humiliated  _twice_ and accidentally revealing to that old Plumber partner and friend of Max that the Omnitrix existed, he now found himself in a hotel room,  _still_  owned by that Phil guy.

He halfheartedly listened to both Plumbers' conversation, unnerved by the attitude Max's old friend was showing. Phil claimed having all of that room thanks to helping out the manager with his "alien problem" as if it was just a casualty. Although being related to an alien and being able to turn into ten of them was a factor, that wasn't what annoyed Ben.

Something smelled fishy about this whole thing (and it wasn't the bowl of shrimps he had been angrily munching on to drown his terrible mood in food). The guy looked filthy rich and had prime quality room service, but how did he get all of this? Max said the Plumbers were (mostly) disbanded, and even if they were active, was it normal to draw the public's attention to their activities like Phil had been doing?

He had spent a good portion of the summer hiding the watch from the rest of the world, as advised by Max. Now why was someone that worked with Max doing the exact opposite? Sure, Max may have been a bit hypocritical with how he treated Ben by  _hiding his whole bloodline from him_ , but this wasn't about being hypocritical, this was about having common sense.

Usually, people saw dangers like the ones Ben kept dealing with as something terrible, nothing to be excited about. Ben was the only one who liked danger because it meant it was his time to shine, as reckless and selfish as it was.

But now Phil had been doing the same (seeking attention, asking for rewards, showing off), and he was a grown adult, not an immature 10-year old alien shapeshifter. It seemed as if the lessons Ben had been given ever since he got the watch didn't apply to Phil.

That, or there was something shady about the newcomer.

"This is only the tip of the old alien iceberg." said Phil. "You know, Ben, you'd make a great Plumber."

Ben gulped down his shrimp while looking down, not bothering to face the man. "Yeah, no thanks." he answered, making sure his tone didn't sound too cold.

"Really? You should really think about it though. With your powers, Max's experience and my instincts, we'd be an unstoppable team." Phil insisted, turning to Max. "What do you think?"

"I'm thinking what an odd coincidence for a Hyper Weasel and two Mega Mutts to turn up on the same day." Max pondered.

That came out of the blue. Ben blinked. Max was right, three aliens in the same location on the same night was a bit too unlikely, to say the least. Unless Vilgax left some animals behind when he went back to space, there was no logical reason for three bad guys Max knew about to all suddenly appear at the same time. Unless...

Someone was targeting him.

No way anyone knew about Ben's real identity, Max made sure to keep him a secret. Maybe he told Phil about it? So Phil would know who Ben really is. But if he did, why keep up the façade for that long? Why was he stalling so much instead of cutting to the chase?

Max was right. It didn't make sense for three alien monsters to appear when Phil was still nearby. It was as if they asked to be captured, as silly as that sounded. He probably left them in town so they'd kill Ben, but they were still too easily beaten, too easy to fight off to be a threat. So why did Phil even bother releasing space criminals like that when they weren't that hard to defeat?

"Aliens, Go figure." Phil shrugged.

"I need some fresh air." Max said, frowning. He walked out of the room, heading to the RV.

"Hey kids, order whatever you'd like on the room service." Phil said as he moved to follow Max.

It was like he wanted his plan to fail then, those guys seemed too unreliable to use against Ben, much less able to beat him in the first place. What purpose did Phil have in letting them attack innocents like that? He was a Plumber, he should be protecting people, not letting dangerous creatures roam around when he was supposed to eliminate an Omnitrix-wielding 10-year old.

Why did Phil even let Gwen stay with Ben, if he planned to kill the boy? She was an ally of Ben, she'd certainly be able to witness her cousin getting killed by her grandfather's old friend if he let her stay in this hotel room. Why take them in this room if it wasn't to trap Ben in a closed location? Okay, it would've been suspicious to only bring Ben in, but he could've told Gwen to go fetch something for him or some other distraction if he planned to off Ben without her around.

Come to think of it, Phil overdid it if he tried to look unsuspicious to them. He kept acting too nice and too inviting when they came in, and he showed them how much he got from capturing those alien guys. How was someone supposed to keep the galaxy safe if he was so quick to reveal what his job was? Sure, Max being around could help, but he certainly didn't need to show off to Ben and Gwen, or to the people he saved.

Ben started disliking the place he was in even more. It belonged to Phil and he got it from taking out aliens Ben got rid off for him. The guy was just making profit while on a mission to get rid of him, and Ben wondered if he was more annoyed with how the man toyed with him by asking him to join, or if it was because Phil got all of those gifts from saving people from danger he himself caused.

Then it finally clicked.

Ben turned to Gwen, and was surprised to see he shared the same distrustful expression as her.

"We have to follow them!" they said in unison.

Both kids went silent when they realized they agreed on the exact same thing. Learning about Max's secrets and past life certainly changed their own lives.

"You also think they're up to something?" asked Gwen.

"I think Phil is also hiding things from us. Remember the very first time we met Animo?" asked Ben.

"Uh, yeah? We went to Washington DC and got attacked by Animo's mutant zoo animals collection? What does this have to do with Phil?"

"That day, I kept wanting a Sumo Slammers golden card, but you guys didn't want me to have it because saving people should already feel like a reward."

"Ben, we're getting off-topic."

"Grandpa is the one who taught us that from his old days, so why does someone from his old days do the same as me?" Gwen's eyes widened, as she started to think Ben was onto something.

"Where are you getting at?"

"I think Phil is the one behind the alien attacks we faced tonight. Look at how much he gets for saving people when proof of alien existence is supposed to stay a secret! I thought he wanted to get rid of me because... uhhhhh..." Ben realized he wasn't supposed to talk about Vilgax in this situation. "ummm... because... because I have the Omnitrix!" he managed to correct himself before following, "But then, he tried to get me to work with him when he realized I knew how to fend myself and that I could stop him."

"And then, he tried to rope Grandpa into his plan when he understood Grandpa would learn the truth sooner or later!" concluded Gwen. "Oh my god, Ben, you're right! Phil must be the one behind all of this, and Grandpa must've gotten away from us so he'd stop him by himself. Ugh, why does he keep insisting on working on his own? It's like..."

"Like everything he ever taught us only applies to us, and never to him." Ben said, visibly upset that Max was still lying to him and Gwen, even now. "We need to stop Phil before he does any harm to the town. Or us."

"Or Grandpa Max."

"Yeah, him too. I really could use some help for this one, wanna be in?"

"Why are you even asking, doofus? I'm not going to let you have all of the spotlight." she teased, before asking "You know, Ben, you changed a lot, recently."

"Huh? How so?" asked Ben, raising a brow.

"We didn't argue at all today. You didn't make fun of me or pull a prank on me, and now you didn't even try to leave me behind and go solo. And when we fought the space Mutts, even though you rushed in and went hero, you asked for my help (if you call barking desperately at me and showing me your smelly mouth a call for help). Even if Grandpa was the one helping you defeat them."

Ben crossed his arms, thinking of what to answer.

"I just think that if I was in a situation where bad guys could try to hurt my family, my friends and other people I care about, I should drop whatever I'm doing to help and protect you and everyone else." he said.

"Ben..." Gwen said, "that was... so corny coming from you!" she teased. "But I'm impressed. It means you're more mature than you were before. Does that mean you'll stop acting like a doofus all the time?"

"Yeah, don't count on it too much, dweeb!" Ben teased back. "I guess meeting Vilgax had more than one good thing coming out of it."

Gwen was about to say something else regarding Ben's behavior, but she changed her mind and decided to go straight to the point.

"Okay, how do we get back to Mt. Rushmore?"

"You think they went there? Oh wait, the Plumber base is in there. That's where Phil probably got the specific tools he needed to deal with the aliens he freed!"

"Yeah! That... makes sense?"  _'I just thought they'd be back here because it's the closest and only base I knew, but Ben's reasoning totally makes sense. Is Ben gonna be the smart cousin from now on? Oh god! Please tell me I'm not gonna have to be the doofus now!'_  "Have any idea of how to get there fast?"

"I could use Heatblast to fly us there quickly but I don't think I need to have a Kentucky Fried Gwen for the rest of the summer. So, Stinkfly or XLR8?"

"Is that even a question?" asked Gwen, rolling her eyes.

* * *

"Master Vilgax, I, Psyphon, your humble servant, only live to serve you. Please, tell me how I may aid you with my services tod-"

"Yes yes yes, Psyphon! I've already heard it all before, last time we spoke." Vilgax cut him short, not feeling patient with his right-hand man tonight. He was still some planets away from returning to Vilgaxia, and while his ship was fixed, the communications were still terribly malfunctioning. He needed better pieces and could only use the communications for a little while before they eventually went static.

"My excuses, Lord Vilgax."

"Listen well, Psyphon. I want you to tell the servants around the house to clean up the old rooms in the castle's left wing."

"The old rooms? The ones you forbid us from ever entering under any circumstances?" Psyphon asked.

"Yes, those are the ones. Tell them to start preparing the place and make sure it's in good condition. If I take more time than expected to come back, they must continue keeping it in good state." Vilgax's tone was stern.

"If I may ask, master, is there any reason we have to do so? If I remember well, you demanded that nobody ever enters those rooms, even in case of emergency."

"You will know more when I return. For now, do as I tell you, Psyphon." Vilgax said, a menacing look on his face.

"I understand, Lord Vilgax." said Psyphon, before his image disappeared from the screen.

Vilgax frowned. Ever since his son was taken away, he didn't allow anybody to go to his personal rooms. He didn't let any maid clean the bedroom, any servant clean the bath, he didn't let anybody in. He'd have to ask one of his architects to make sure Ben's quarters were still usable after reaching Vilgaxia.

After Benjamin's kidnapping, the king had sunken into anger and deep regrets. For two years, he came to Benjamin's room to mourn his disappearance. It was only during the third year that he was able to comprehend that falling in despair and lamenting his loss would not bring his son or his wife back to him. As such, he stopped going here and left the place isolated from everyone, deciding that clinging onto his losses would only weaken him in battle.

Now that Ben was revealed to still be alive and well, Vilgax had to make sure his son had a place to live and grow up worthy of a prince. He doubted any place on Earth could give Ben the luxury and comfort someone with his status deserved. And if Kraab and Sixsix's reports were to be taken into consideration, Ben had lived for the past few weeks in Max Tennyson's rusty old vehicle. Something as primitive and old-fashioned as that mobile home convinced Vilgax the old man was more attached to the past than he was.

He then thought of the next step to make. He needed to get Ben to trust him more than Max or anybody else on Earth. Max Tennyson already did a part of the job by lying to Ben for his whole life, but it still wouldn't be that easy. His child had spent almost all his life away from him, and if the boy had as much of a forgiving and generous heart as his mother, there was a good chance Ben grew attached to that miserable planet, as despicable as it could be. On the meantime, he also had to make sure nobody would ever attempt taking the Omnitrix away.

While he originally planned to use it for himself, letting Ben keep it could be of use. From what he saw, the boy shared his power thrill and eagerness in using the device to reach his ends. He also quickly thought of a solution on the field on his own while Max and Vilgax were fighting, even though it was the first time he saw the place. Ben had an inner strength and an untamed potential, begging to be molded into something greater, something stronger.  
Being born as a human did nothing to hinder that power the boy possessed, and with Vilgax's guidance and without Max Tennyson's interference, he would be a force to be reckoned with, like he was always meant to be.

The alien king thought back of his original intentions with the Omnitrix. Beside conquest, there was another reason he wanted the device. A reason that would have certainly discouraged him of ever becoming his home planet's ruler if he heard of it before coming back home, when he had regrettably sided with the Plumbers once in the past. The same reason Ben saw no resemblance between the two of them. The same reason Ben's mother wasn't around anymore. The reason he...

He'd tell Ben sooner or later when they meet again. For now, he just needed to return to his palace to fix the Chimerian Hammer properly, deal with some business back home, restock his drones and other weapons, then he could return to Earth and meet with his son again. He didn't need his emotions to get the best him for now, only to focus on his goal: get back the only family he had left.

* * *

Gwen struggled to take the Null Void projector out of Phil's hands, and definitely didn't expect the giant grey flying creature they met earlier to land on the windshield.

Her eyes widening, she tried to keep her balance on the backseat as the car, still on autopilot mode, went left and right without stopping. Until it crashed into something hard, sending both humans forward. Thankfully she was on the passenger seat so she just bumped into Phil's seat. But Phil wasn't as lucky.

Gwen hurried outside of the car, not wanting to face the angry Plumber, who now had bits of glass on his face. When did summer vacation get so creepy? Oh, that's right. Ben, of course. Speaking of which, she was relieved, albeit a bit worried, to see that what had stopped the car from crashing into the  _obviously not very solid bridge_ , was none other than Diamondhead.

"Ben!" she exclaimed, running to her cousin, hesitating between thanking him or berating him for  _using his own body to stop a car from going too fast_.

"Are you alright?" he asked.

"I'm fine. Phil on the other hand looks terrible." she answered.

"Nothing new then." he said.

Both cousins took a defensive stance as they saw the driver door open, Phil coming out with the Null Void projector aimed at the crystal alien.

"A shame. You would've made a very good Plumber." said Phil.

"I already told you before. If being a Plumber is anything like you are, then I'll never be a Plumber. Never." angrily said Diamondhead.

"Your loss." said Phil, shooting an orange ray at the young hero.

He hadn't expected Diamondhead to simply raise his arm protectively, reflecting the Null Void portal ray onto the Null Void guardian. Phil gasped as he saw the creature he summoned disappearing, and he yelped as a piece of diamond hit him in the face, making him drop the projector, right in front of Diamondhead's foot.

"One good thing that came out of this alien's home planet being destroyed, you don't know how to defend yourself against me." mocked Diamondhead.

Phil put his hand on his face, forcefully taking the piece of crystal off. He went silent as he realized how much his face was bloody, feeling the injury on his right eye. He growled, about to stand up, but he was stopped when crystals landed in front of his feet, discouraging him from trying to move away.

"B-Ben, listen! It doesn't have to be this way, we could all work together!" he pleaded in fear, making Diamondhead scoff.

"No way. This is one hero who's not for sale, especially not to a monster like you!" declared Diamondhead, picking up the device and pointing it towards Phil.

"Look! I know a lot of things about being a Plumber! I could show you! If you don't take my advice, you'll take forever to get rid of alien scum like Incurseans or... or Vilgax!" said Phil, not realizing he struck a nerve.

"You don't know a thing about me, do you?" asked Diamondhead, feeling his anger rising. "I don't need any help from people like you, you're the real scum on this planet! And if you were smarter, you'd realize where I'm coming from, and that I've already dealt with people worse than Vilgax ever was. Like you, for instance."

Phil tried to move back, and another crystal shredding his outfit, almost reaching his arm, prevented him from doing so. Gwen covered her mouth, taken aback at how far Ben went to stop the man. Almost too far.

"You're just a coward, attention-seeking, greedy jerk who risks innocent lives for his own benefit, I don't want to be someone like that."

"Then what are you going to become?! C-Come on, kiddo!" he said, a fearful smile on his face. "The Omnitrix is all you need to be as great as Max, you don't need him to tell you what-"

"Grandpa Max is a thousand times better than you!" shouted Gwen, getting their attention. "He showed Ben how to be a proper hero ever since summer began, and even if he lied to us, he did it to protect us!"

Both Ben and Phil stared at her sudden outburst.

"Ben, look. I... I know you're mad about what happened today, you don't like being lied to and, I don't like it any more than you do. But, I know that Grandpa Max was dead worried when you were kidnapped. He was hyperventilating when we landed back after escaping Vilgax's ship. He still didn't tell me anything but..." she paused, "Grandpa Max really cares. I really hate that he lied to me too, and probably to our parents too, but I know that he never meant to hurt us when he kept his Plumber job a secret."

"H-He didn't tell you about his past? Why not?" said Phil, attempting to make a distraction.

"If he did, Ben would've wanted to get into this alien stuff way before he got the watch, he could've gotten himself in danger and I can't bear to imagine how bad he'd feel about losing him. You, on the other hand, are just a selfish jerk only in it for the money, nothing to do with him or what Plumbers are supposed to be!" she said, glaring at the man for scamming them.

"See, Ben? Max never told you the truth, it probably means he never thought you should follow his footsteps, he probably thought you were too weak. Don't you want to prove him wrong?" Phil argued, making Diamondhead wince in hesitation.

"Ben! Don't listen to what he's saying!"

"Come on, Ben!"

"Ben!"

"Ben!"

"BOTH OF YOU, SHUT UP!" shouted Diamondhead, clasping his head, the projector still in hand.

"Be careful with that thing, kid. Just give it to me, and I'll leave." said Phil.

"Like I'd believe that." said the alien, aiming at him again with a confident smirk. "Sorry, but I've already made my choice, and I'll be doing my own business without you. Let's see how you like being in there." he threatened, proud as Phil looked intimidated. "Too bad I won't be joining you, I wish I could see how the people you've captured and used for your own gain feel about you being trapped with them."

"You... you haven't heard the last of me, Ben Tennyson! If there's a way in, there's always a way out! I'll get out of the Null Void and I'll take care of you like all the criminals I've faced before."

"Calling me a criminal and using the old villain speech isn't gonna stop me, Plumber." coldly said Diamondhead.

Phil desperately tried to do flee again, but it wasn't possible anymore as the crystal alien shot the orange ray at him, a portal immediately opening next to him and dragging him inside.

"You'll see, I'll- I'll take you down someday! Just so you wait and I'll show you! I'll show you, you little-"

"Funny how so many people say that, but none of them ever succeed."

It was then that Phil realized something disturbing about Ben's attitude, and how familiar it was. His body language, his animosity with the Plumber, his calm but dangerous fighting that he didn't expect from a kid like him, the resentment in his voice during their battle, and the cruel look in his eyes... It felt like he was back in the past, battling against Vilgax instead of Max's grandson, and it wasn't a comforting thought one had before disappearing from the scene.

"NOOOOOOOOOOOOO..." he shouted, and then there wasn't any Phil in here anymore.

Gwen held her breath as soon as the portal disappeared. She looked at her cousin, unsure of how to respond to what just happened. What...

What did Ben just do?

"Ben?" she dared asking. Diamondhead turned around, looking at the young girl.

"Yes?" he said with no hint of emotion.

She felt like freaking out.

Ben went full vigilante mode in front of her. In a matter of seconds, he destroyed a car, heavily harmed Phil's face, threatened him, neutralized the beast Phil had sent, fearlessly defied the Plumber and wounded him numerous times before sending him to a prison dimension. Without breaking a sweat or even taking a step back.

She had never seen Ben this cold and efficient before, he used his powers while fully aiming to harm Phil for attacking them. He showed skills at Tetrax's level of combat, and while he still sounded full of himself when he fought, his words had genuinely been intimidating and it looked like he meant every single of them before getting rid of Phil.

This wasn't the cocky and arrogant Ben she was used to. It didn't feel like she was dealing with her cousin anymore. She didn't know what happened inside Vilgax's ship, but whatever it was, it definitely changed something in Ben, he wasn't the same doofus she had to spend the rest of her summer with.

Her thoughts were interrupted as Diamondhead spoke up.

"Hello? Earth to Gwendolyn? Did the Dweeb Queen give up her tongue so she wouldn't have to thank me for the rescue?"

Never mind, he hasn't changed at all. She exasperatedly sighed.

"You almost got lost inside another dimension, and that's all what you have to say? Ugh, don't know why I even bother!" she said as the crystal alien turned back into Ben, his tongue still sticking out.

"Hey, we got rid of that jerk, I schooled a bunch of space bad guys on who was the real boss on this planet and I wrecked his annoying classy car, so all's well that ends well, right?" he said, proudly putting his hands on his hips.

"I guess. Oh! Grandpa is coming." she said, pointing to the Rustbucket.

* * *

The Org Beast let out a cry as it was hit by the orange ray, glowing orange before disappearing into the device Max held. "And that's the last of 'em."

He turned to Ben, looking at his grandson who was still frowning, looking away with his hands crossed.

"Ben, I... I'm sorry I had to keep my past a secret for so long. I should've known I could trust you guys."

"It's okay." said Gwen, looking concerned as she understood they still weren't done with their family problems.

"Ben... Look, I..." Max hesitated.

Ben turned back, surprised by Max's newfound awkwardness in talking to him. Why would he have trouble talking when he spent  _Ben_ 's entire life lying to him? Max just apologized for not telling them about the Plumber thing, what else did he have in mind to tell them?

"Ben, I... I'm sorry about what happened with Vilgax."

Ben blinked. Was he still talking about the incident that happened earlier, or was he...

_Was he going to tell Ben about what happened nine years ago?_

"He... he's targeting you for more than just the Omnitrix and... it's my fault. I should've known I couldn't keep it a secret and I... I'm sorry."

Ben's eyes widened. So he was finally telling him the truth!

"I know it was hard for you, and I know you probably don't trust me after this entire mess." Max put his hand on his face. "If I knew how hard everything would be for you, if I... No. I should've told you from the beginning, so you wouldn't suffer like I've forced you to today."

Ben dropped his fed up expression, fully listening to Max, while Gwen observed the whole ordeal from behind Max.

"I lied to you. To Gwen. To my whole family. To everyone I care about regarding this. And you had to pay the price because of me. It's not fair. At all. If..." he sounded more and more vulnerable as he spoke. "If I told them, I know they could've prevented this, they would've sorted things out better than I ever could."

Ben silently gasped. Max... didn't tell his family? Carl and Sandra... Uncle Frank and Aunt Natalie... He didn't tell them. So they probably didn't even know he was an alien! If Carl and Sandra knew he wasn't their real son, they probably didn't know who he was and where he came from either! From their point of view, maybe Ben was a normal human. From what Ben could understand, Carl and Sandra...

Carl and Sandra thought he was just like them, a human being with nothing out of the ordinary, nothing to do with all the weird alien stuff Max dealt with.

To Carl and Sandra, he was a normal child. Even if they didn't tell him he was adopted, it meant...

_They really raised him by thinking of him as their own._

Max swept Ben's origins under the rug, and as a consequence, his... adoptive parents didn't exactly lie to him as much as they didn't know who Ben really was. But now that Ben knew the truth, Max would have to tell them.

And for now, he had to tell Ben.

"I thought I was protecting you all, but instead, all I ever did was putting you in harm's way. Ben, I... I..." he was freezing up.

Ben felt like Max was stalling, but before he could tell him to go straight to the point, Gwen interjected.

"Just, go ahead and tell us what's wrong!"

Max and Ben stared at her.

"Look, I noticed, Grandpa noticed, we all noticed, you've been moody all day long and you barely talked to Grandpa at all tonight. You can be so annoying when you keep stuff to yourself sometimes, even if I'd wish you were this discrete more often."

She was looking at them both, deeply sighing because she seriously wanted to just go to bed and forget any of this ever happened.

"Are you finally done giving him the cold shoulder or what, doofus?" she said.

Ben hesitated, looking back at Max. In less than 24 hours, his whole life was turned upside down, and not by the Omnitrix this time. He wanted answers, he wanted to know why Max did that, why he made himself an enemy by taking him away years ago. But...

But that wasn't what bothered him the most.

"I'm not mad about Vilgax." he finally said.

"W... what?" Max asked.

"I said, I wasn't mad about what happened with Vilgax. I now know what kind of guy he is and what he's capable of. I know why you were scared for me after everything he's done and what you did to him but... That's not the problem."

Max narrowed his eyes, realizing where he made a mistake.

"I am mad because... because all this time, all you did was lie. To me. To mom and dad. And to Gwen too. You lied about everything you did to everyone! And that really ticks me off because, I looked up to you, Grandpa Max."

"Ben..."

"I always felt like I could trust you with everything I have to deal with. I wanted to be as confident as you, I wanted to do things your way. But... you still lied to everyone. I know you meant well and you just didn't want us to get ourselves into trouble, but it hurts me to know you didn't think we'd understand or that we'd try making it easier for you."

Max looked sadly at Ben. He really messed up this time.

"You didn't explain to us how you knew Vilgax or about the Omnitrix until he came for me. You didn't tell us anything about your real Plumber career until we almost died because of it. And even now, you didn't tell us anything when you knew Phil was up to something. It took me and Gwen helping you to come out of it alive and I'm mad because... because I always trusted you, but you didn't."

"Ben, I-"

"I'm not even sure you've told us everything, you didn't even say a thing when Aunt Vera was put into danger! I need you, we need you, to have faith in us, Grandpa. You always told us we could trust you, but what you're doing makes me feel like you don't trust  _us_." Ben sighed. "I know that you want to keep us, to keep me safe. But until you tell me everything, I don't think I'm okay with your way of doing things."

He looked down. He really couldn't stand it anymore. He wanted to know more, he wanted to know who he really was, and he wanted to hear it from Max's mouth. He wanted to trust Max, he wanted to feel like it was still the Grandpa he grew up knowing and having fun with, the one who always helped him making the right choices.

But he knew he couldn't pressure Max into saying the truth, he knew his Grandpa all too well.

"I forgive you this time, but I don't care what's stopping you from telling me. I won't be mad if you don't say it, but please, Grandpa, just... talk to me!"

His eyes were getting misty as spoke. He didn't see that Max himself was starting to tear up, too busy pushing away the tension and pressure he felt ever since he left Vilgax's ship.

"Ever since I came back, you kept saying you were sorry, and I know you are. You're my grandpa and nothing will ever change that, but my trust is something you'll have to earn back."

The same words he had told Ben when Kevin caused them trouble now echoed in Max's mind. He really messed up, didn't he?

His grandson was the one pointing it out for him, and that was after risking his life once more for him. Ben was completely right. He was doing a terrible job at protecting everyone. He failed to put an end to Vilgax, he let Ben get kidnapped and possibly tortured, his failure to look after his grandchildren lead Ben to get involved in a grudge older than a decade, and whenever he tried to cover things up or explain himself, it only made things worse.

How could Ben even trust him now? How could he ever tell Ben about what happened to him and his parents as a baby? Would Ben even accept hearing him?

Would Ben even believe Max now?

"Ben." Gwen started. "Look, Grandpa didn't mean to-"

Ben shook his head and walked away, looking down as he went in direction of the Rustbucket.

"Ben!" Gwen called. "You doofus! I'm not finished yet! Wait, I-"

She was stopped from following him by a hand on her shoulder.

"Leave him be, Gwen." Max sadly said.

"What?! But Grandpa! Didn't you see what he just did? He needs to-"

"What your cousin needs is some space. Away from my past as a Plumber, away from all the alien attacks, and away from me." He sighed. Things weren't going to be easy.

Gwen looked insistently at him, but rolled her eyes.

"Okay, I'll leave that doofus off the hook for talking like that. I know he doesn't like when someone is hiding a secret from him - trust me, I speak from personal experience - but right now, he's acting weird. Even more than usual."

"Ben just has a lot on his plate, he's doing the best he can to cope from what I did. I think everyone here needs a little rest. Come on, let's go inside."

She nodded, and followed him into the RV.

She gave a glance towards Ben's bunk, and winced as she saw he pulled the curtains around him. Ben usually wasn't one to want that much privacy, he was more like the kind of guy to invade other people's privacy. If he wanted peace while sleeping, the heavy and lazy sleeper he is would wait until morning, when everyone is already up and about, to shut out the rest of the world and sleep in.

If he already went to bed before they came back, it meant he  _really_  didn't want to talk to anyone. She didn't expect him to be any more compliant the morning after.

She sighed. Summer vacation was supposed to be about fun, not family drama. If there was drama, she thought Ben would be the cause, not Max, and it felt strange to know Ben was  _right_ about complaining, although she didn't think he'd be that serious about it.

She went to her bunk and pulled the covers over herself. She'd think about the rest tomorrow. For now, she needed a good night sleep and stop thinking about her alien cousin.

* * *

Ben didn't feel like he could fall asleep anytime soon.

He just mauled Phil and sent him to another dimension. He attacked someone after putting them in a defenseless situation and taunted the hell out of Phil before getting rid of him as if it was nothing. Worse, he didn't feel that bad about it!

This was wrong, Ben was a hero, he wasn't supposed to take pleasure in hurting someone else like that, even if Phil was a jerk. But for a moment, it felt... satisfying.

He felt like he was in power when he got rid of the Plumber, like he was unstoppable. Like he was meant to win and got what he wanted. It felt... empowering to be this way, he didn't feel like anything could have stopped him. Had he been any other alien or his human (he still had to figure that out) self instead, he felt like he could've won anyway.

If only he had that confidence more when he needed to become a hero. And speaking of being a hero...

Vilgax.

Ben frowned, still not forgetting what he learned about him. Vilgax was a warlord, he took over planets, conquered them, made whoever opposed him a slave or killed them, and he obviously didn't have the look of a choirboy.

It screamed 'bad guy' material to Ben, not to mention he barely even knew the guy, but he knew he had no choice.

Only Vilgax knew the answers that Ben needed about himself. Max obviously wasn't willing to tell him anything about it, and it didn't look like anyone else knew anything about his past, judging from how Carl and Sandra let him go with Max for the summer despite the high risk it presented and how Phil, despite knowing Max for years and being his old partner, never heard a thing about Ben.

Whether or not Vilgax was a good guy, Ben needed to know more, he needed to learn about what part of his life he was missing, and he knew that Vilgax would be more than happy to tell him the truth.

The man threw himself in front of a deadly blast and tried to convince Ben to come with him, rather than forcing him to obey, and he accepted Ben's choice in staying on Earth for the time being. Even if Vilgax was as cruel and rough as he was told, Ben felt that the alien king still had a heart, and was willing to give Ben what he asked for.

He didn't care if it was to get the Omnitrix or to have Ben as his heir, Ben knew that at least, Vilgax cared. He just hoped he wouldn't become as bad as Vilgax was said to be.

He was supposed to be a hero, a good person, someone people would look up to and admire, not a monster or a tyrant making everyone scared. He wished that what Phil and Max told him about Vilgax wasn't too accurate. The man had people to reign over, and he didn't hear anything about Vilgaxia (that planet seriously needed a name change) being a bad place.

If anything, Vilgax seemed protective when he talked about the planet, he couldn't be a tyrannical and heartless jerk if he really wanted his planet (and, his son) to be safe and out of harm's way.

Even if Vilgax was a bad guy, he couldn't have been completely horrible.

Right?

**Notes for the Chapter:**

> WOOOOO! I'm alive! And this fic is still going!
> 
> I'm sorry if it took a long time to update guys, but the heat over here is killing me, along with some family stuff I can't avoid, and writer's block *puts on a helmet to protect myself about the incoming rain of very justified complaints*
> 
> Anyway, in this chapter, Ben finally confronts Max about his lies and Gwen realizes something is different about him. Vilgax's role in Ben's life is starting to take place.
> 
> If you liked, don't forget to review and I'll see you next time, bye!
> 
> *disappears for years of hiatus*


	5. The Framed's Testimony

The Rustbucket used to be less quiet before.

Ben would leave his dirty clothes around, making Gwen complain. Gwen would suggest another place for nerds like her, and Ben would disapprove. Max would make one of his special meals, and the kids could be heard moaning in disgust at the sight of the monstrosity their grandfather had cooked.

Yet tonight wasn't as lively of a night as the others.

Kevin had come back, and stole his identity! After last time, Ben discovered that Kevin had absorbed the energy from the watch and turned into an alien hybrid mess, and he had tried to ruin Ben's reputation with his aliens and causing harm to others. He had crossed a line by harming everyone for the reason he was hurt, and Ben felt it wasn't that good of an excuse. Yet again, he felt pretty mad too when he met Vilgax, but it wasn't a reason to go psycho on the whole town.

And it bothered Ben so much, because if Kevin proved himself to be a bad guy, he couldn't forget he liked him when they first met.

It still really hurt that Kevin turned out to be that resentful, because Ben felt Kevin could've related to what Ben had. Kevin was a mutant, Ben was actually an alien. Kevin had absorbing powers, Ben had the Omnitrix. Kevin liked Sumo Slammers, and so did Ben. Kevin wasn't such a pain to listen to like Gwen was, and Ben appreciated that. Kevin was thrown away by his parents (if what he told him the first time was accurate), and  _Ben was kidnapped by his grandfather (or who he thought was his grandpa), before being given to the people he thought were his parents._

OK, maybe Kevin wouldn't have understood something that heavy to take in, but at least Ben felt it was nice to have someone else who knew how being a superpowered freak could be. Even if Kevin hadn't mentioned anything about having alien parents...

And Kevin knew what it was like to be an outcast like him among other kids, everyone making fun of him, teasing him and bullying him. Ben had felt that a lot at school, ever since JT had left him to hang out with Cash instead.

It would've been cool if Ben didn't lose another friend who decided harming him was fun.

_'That's what you get for not being a perfect know-it-all like Gwen, I guess.'_

Kevin aside, Ben wasn't really happy with how Max and Gwen reacted to his framing.

Gwen had jumped to the conclusion her cousin was responsible and it took seeing him and Kevin at the same place and the same time to believe he was innocent, disregarding that Tetrax and the Wildmutts they fought still existed, and that Ben wasn't the only alien kid on Earth. It reminded him of how actually negative their cousin relationship was all this time, and that he shouldn't have expected her to trust his word if she thought she saw him causing trouble, especially after that he had called out Max.

Max had taken Ben's side, but he agreed with Gwen. It didn't help that Kevin's alien forms wore the same clothes as he did, and Ben felt being judged guilty by someone who still helped him through a good chunk of his life was disappointing. He hadn't told Max about helping Vilgax escape, he hadn't told him how he got rid of Phil, he even tried to let some of the things that annoyed him about Max's attitude slide, even keeping a low profile when cleaning the RV the day a giant tick tried to eat everyone and he got Cannonbolt.

He still felt Max was terribly at wrong, even if Vilgax seemed like a bad guy. Hiding his Plumber career, lying to everyone, leading him and Gwen on. Was it that hard to be sincere with his family if he cared so much? Ben didn't know what to believe anymore.

A close relative had broken his trust, a guy he thought of as a friend backstabbed him, Gwen showed she still didn't have that much faith in him... Ben wasn't sure this was what being a hero entailed.

The way his life took a turn made his fighting somewhat more ruthless, he hadn't given Kevin the time to breathe while they fought in San Francisco. It took him a lot of willpower not to fatally injure the young mutant, and he wasn't even sure Kevin wouldn't be able to come back. He still had Ripjaws' powers, he could breathe under water even with a heavy weight. And unlike him, Kevin couldn't time out after mutating even more, this wouldn't be the last time they'd fight each other.

The night was tense, and as he made sure that Max and Gwen were asleep to act out.

He opened his window and, bringing a towel with him, he went outside the Rustbucket, out in the forest. Max had parked there for the night, and thanks to sneaking on Gwen's computer, Ben learned there was a lake nearby. If he could get himself some alone time as well as an opportunity to train his powers in water, it could really help him get stronger before the next attack.

He landed face first on the dirt as he got out.  _'Something tells me this is going to be fun and easy to do.'_ , he pouted.

He got up, and as soon as he made a few steps forward, a metal claw seized him by the back of his shirt, making him yelp in surprise as he saw he was getting above the ground really quick.

He was about to hit the Omnitrix to fight, but he stopped himself as he looked behind him. The robot who caught him looked like the ones he saw when he first found the watch. Except, it didn't look like it was threatening to take it away or sawing his arm off. And now that Ben knew who the robot's master was, it was easier not to panic.

He just didn't expect his father to be back and wanting to see him this soon.

* * *

Vilgax sat on his ship's throne, awaiting his son's arrival.

He had made sure to cover his tracks to avoid another possible Plumber counterattack from Maxwell Tennyson or anyone else, using his drones to lead the attention elsewhere and use the ones he had left to bring Ben to him.

Naturally, the warlord would've waited some time to see his son again. Even if he got back to Earth, he assumed Benjamin would need some space before feeling the need to reunite again. But one of his drones had shown him a recording, one that had been broadcasted on Earth frequencies. He was much confused when he saw Ben, or what seemed to be Ben at first glance, causing mayhem in several Earth towns.

Of course, while it was likely that his son was angry with this planet after learning his true identity and how he came to be prisoner of it, he knew Ben wasn't that careless with his powers, from what he's seen. Ben had been solving crimes and Earth trivialities for a while before meeting Vilgax, it was understandable but irrational for him to lash back this mindlessly.

Furthermore, he felt the alien fighting in the recording had nothing to do with his son. His fighting was spiteful, brutal, mindless like a beast, something that didn't match with Ben's creativity on the ship. He understood it couldn't have been Ben when he noticed the Omnitrix was missing from the culprit's body, but why the Lepidopterran, Galvanic Mechamorph and Pyronite looked so much like the Omnitrix's alien forms was still a mystery. Even the skin pattern and the clothing they've had matched Ben's.

As if someone was trying to impersonate him and cause him trouble.

Vilgax fumed at the idea someone tried to give his child a bad name. Ben was the heir to his empire, his son and one of the only persons he'd sacrifice his life for in the entire universe. Whoever was responsible for these crimes would pay for using Ben as a scapegoat, and he'd make sure he'd make any Earthling or other species behind it suffer.

Another question was dangling off the tip of his tongue: where in the world was Max Tennyson in this entire story? From what he learned, Max had tried to pass off as Ben's grandfather for almost a decade, so where was he when his "grandson" was wrongly accused of being a criminal? He doubted Max truly cared anyway.

He hadn't cared when Vilgax left, and Vilgax saw no reason for the old man to remotely be bothered to give Ben the help and support he needed.

The alien king rested a hand on his throne, waiting for his drone to bring the young hero back to him.

* * *

A trapdoor opened on the surface of the ship, leaving an entrance for Ben to get in. Or rather, fall in.

He wondered if he did something wrong or if these robots just really hated humans, because it certainly wasn't fun to spend an hour feeling his shirt being pulled hard, flying in the sky at an uncomfortable height, as well as hearing the machine making noises every five minutes, before suddenly dropping him inside the Chimerian Hammer, making him land hard on the vessel's cold ground.

He'd need to tell Vilgax to either make friendlier robots, or to park his spaceship somewhere on land. He wasn't sure even Heatblast or Stinkfly could get that high before timing out. He shook his head trying to regain focus on his surroundings, the altitude momentarily making him sick.

"Alas, you have returned to me, my son."

Ben raised his head to see Vilgax, hands resting on his throne, observing the boy from a close eye.

"You... you're back."

"Now Ben, why don't you take a seat?" he said, waving towards a smaller throne before him, resembling his.

"Uh, okay." Ben awkwardly answered.

He still felt tense from the adventures he got back from, it was hard to believe he was about to have a  _nice chat_  with his  _alien warlord dad_  like it was nothing. He sat in front of his father, making a poor attempt at hiding his lack of comfort (and lack of sleep, he had sneaked out in the middle of the night after all).

"Thanks. Um, I like what you did to the place." he said, looking at the control room. He had only been there once, but he felt something had changed about it. It was bigger, more spacious, with the control panels more on the side. The windshield was also way bigger, giving a bigger view of the night sky and stars.

"After last time's incident, I made adjustments to avoid another takeover on behalf of Max Tennyson." Vilgax said, noticing Ben twitched uncomfortably at the mention of the old Plumber. "But enough about that. How are you, my son?"

Ben crossed his arms. "I'm fine, I guess. Umm, I met an old acquaintance of Grandpa Max, I got a new alien on the Omnitrix, and I recently fought a guy named Kevin."

Okay, this could've been way less awkward, Ben was terrible at making small talk, he just blabbered everything at random. Vilgax seemed satisfied with his answer however.

"Who is that acquaintance you speak of?"

"We met his old Plumber partner, a guy named Phil. He was a real jerk."

"Phil Billings?" Vilgax asked, a slight frown on the man's face. "I've fought that man before, he was an authentic Plumber pest. Did he know anything about you?"

"I thought he did, but it looks like Grandpa Max didn't tell him a thing about me. Or anyone else. He released a bunch of monsters from the Null Void and tried to make money out of showing off his skills to everyone in town."

"What?!" Vilgax exclaimed. Ben knew it was normal to be shocked when someone fighting for justice turned out to be a fraud, but why did that concern Vilgax so much?

Usually, people who did shady stuff don't care that much when others do. Unless they wanted to team up for one of those big villain plans. But Vilgax said he didn't like Phil, so why did he react like that?

"And I thought the Plumbers already reached rock bottom last time we fought. Where is he now?"

"Uhh, I kinda... sent him to the Null Void?" Ben admitted. "He tried to trap me instead, but I used Diamondhead's crystals to send his lasers back. He was mad I didn't want to be his accomplice and follow Grandpa Max's footsteps, so he decided to get rid of me." Ben sat more comfortably, feeling satisfied about his victory over the man. "He tried to hurt us all when things weren't going his way, so now he's in the Null Void with all the other creeps."

Something in Vilgax's expression gave Ben the impression that his father had pride in his actions. He felt it was a good start. Maybe this wouldn't be as weird as he thought it'd be.

"You did well. The Null Void is a dimension where most scum the Plumbers couldn't get rid of are sent. Unfortunately for them, I wasn't around enough for them to attempt using it on me."

"Yeah. Um, some time after, I unlocked Cannonbolt. He's an Arbarbian... Arbireen... Arboran... Gah! Let me show you!" Ben got up and taking a few steps away, he selected Cannonbolt's icon.

He slammed the watch and, in a flash of green, Cannonbolt stood instead. Or rather, rolled forward.

Before he could do anything to stop his rolling, he felt a strong, clawed hand on his plates, keeping him in place until his speed died out.

When he knew he wasn't moving anymore, Cannonbolt uncurled from his ball form, sitting on the ground embarrassed.

"Sorry. I still gotta get the hang of this thing before I hurt someone."

"Interesting. An Arburian Pelarota. You may very well be the last member of this species with that form."

"Oh yeah, there was like a giant tick that tried to eat Earth. A bunch of alien priests or something followed it and they told us it ate Cannonbolt's planet. Is it real?"

"Hm, Arburia disappeared from the galaxy's map some time ago. If that creature you speak of is responsible for it, I must ask what happened to it."

"I used Cannonbolt tough body to destroy it from the inside."

Vilgax's eyes widened. "You used the Arburian Pelarotas' shell offensively?! Those creatures have been pacifists since the dawn of time, yet you knew how to weaponize their defensive abilities and fend yourself against that species' predator. Ben, you keep impressing me with each and each of your feats. I couldn't be any prouder of you at this moment."

Had Ben been in his human form, Vilgax would've seen the young boy blush at such compliments.

"Heh, thanks, da-aaaah!" he shouted as he failed to get back up and landed face first on the ground. "Ugh."

Vilgax lightly laughed at Ben's antics, before taking Cannonbolt's arm and lifting him from it. He brought his hand to the Omnitrix symbol on Cannonbolt's forehead, making a flash of red before Ben was back to his human form.

"Okay, you gotta tell me how to do that." Ben said as his father put him back down.

"The Omnitrix possesses many secrets we must uncover. You will learn how to use its full potential in time. You have yet to use the Master Control."

"Master Control? What does it do?"

"It is a function that will allow you full control over the Omnitrix. You would be able to switch forms at will without the risk of returning to your human form when you least need it."

The idea of changing form all the times whenever he wanted made Ben excited. Then he remembered the  _other_  guy who could do that.

"Kevin!"

Vilgax tilted his head in confusion.

"I almost forgot. Kevin is a kid I fought against yesterday and a few days ago."

"Does a human kid really pose you any problem?" Vilgax raised a brow.

Had Ben grown on Vilgaxia, this would've been akin to a child complaining about a school bully to his father. This however was not the case.

"He can use energy and absorb it. And when I got into a fight with him, he absorbed my aliens."

"What?! What do you mean?"

"He touched the watch before, and when it shocked him, he absorbed the energy it had and could become any of my aliens, but he couldn't go back to himself. He was so mad, he tried to hurt people by pretending to be me and cause petty crimes and not-so-pretty crimes."

Vilgax frowned. "So that Kevin hooligan is the one that's been usurping you for the last few days in many Earth towns."

"You knew that?" Ben was yet again confused. Vilgax had just come back to Earth, but he already knew? Did he have some sort of alien parental control in his spaceship?

He suddenly realized he was lucky Carl and Sandra weren't that aware of the things he did when he was younger, otherwise he wasn't sure he would've been allowed on this road-trip with Max and Gwen.

"I kept a close eye on the Omnitrix wearer before I knew it was you. You've been salvaging this planet's inhabitants from their own kind and protecting it from itself. After I found you, I never stopped looking after you and keeping track of you, even while I was away."

"You watched everything I did?"

"Even if I'm eons away from this planet, I'll always look out for you. Have no doubt in that, Benjamin."

Ben blinked. It took him a few minutes to find anything else to say. "Wait, so you knew it  _wasn't_  me that did all of that?"

"I've observed your fighting techniques. You need practice, but they were nowhere as brash and reckless as that Kevin child's movements."

 _'So he knew I wasn't responsible, he knew I wouldn't become a bad guy on a whim.'_  Ben smiled.  _'Wish I could say the same for Grandpa. And Gwen.'_

"Ben, now that I know no harm has happened to you while I was away, I must ask you: are you going back to Vilgaxia with me?"

Ben's heart skipped a beat.

Vilgax was proposing that he quit the planet Earth to live on some alien planet he knew nothing of.

On one hand, he never truly saw what his "home planet" was like. He didn't know where he was really from, he didn't know if he had any other family elsewhere. He had a chance of seeing the rest of the universe, discovering his origins and get to know everything he's been missing while he was on Earth.

On the other hand, he was potentially leaving behind everything he knew, everything he liked and cared about at this point. Could he really leave Earth like that, and miss nothing of it? Could he live normally away from Carl and Sandra, now that he knew they weren't completely honest with him when they raised him? Could he leave humanity over night and expect everything to be just fine?

No, he knew he couldn't leave. Not now.

If he left Earth now, Max and Gwen would feel responsible for it. And even if they argued recently, even if they doubted him when he said he was innocent... he could never bring himself to do that, it'd be the worst moment ever to do so. He knew Max had stuff on his plate he couldn't get off his chest yet, and Gwen would always look after his messes and try to fix them at her own risks.

If he left now, it'd leave their family even more broken, whether or not Ben felt he could still be a part of it.

He also knew he couldn't leave the Earth in danger. Bad guys like Animo, Hex and other weird-looking villains wouldn't stop endangering the world if Ben disappeared, he'd have to stay back there and get rid of them when he could.

Until summer vacation was over.

"I can't."

Vilgax crossed his arms, frowning. If he was expecting a 'no', he certainly wasn't prepared to accept it.

"I can't, yet. I can't go with you, not now. I still have a lot of stuff to take care of, I can't leave. Not right now."

"When?" Vilgax asked, with a strong hint of impatience in his voice.

"Look, summer vacation ends in two months. When those two months are over, I'll be back to Bellwood and everything should be over by then. In two months, when summer ends, I'll give you an answer."

Vilgax heavily sighed.

This wasn't the way he wanted things to be. He would've expected Ben to agree with him and follow him home, but it seemed Ben had matters to take care of. He missed his son, he missed his family, and he couldn't stand that Max Tennyson stole Ben away and appropriated him. He couldn't stand that Ben was missing from Vilgaxia for the last ten years, and it angered him that something still held his son back.

What could Ben possibly have to deal with? This planet was worthless, all he ever got from is betrayal, lies, manipulation. Earth was a prison disguised as a home, it was impossible for anybody to find anything or anyone worthy of knowing.

But he had faith in Ben, he knew whatever his child needed to accomplish, it wouldn't take long. Two months wasn't much next to all of the years he's spent waiting to find Ben again, he could wait until Ben was ready to accept his new life on Vilgaxia.

"Fine, so be it. You have two months to make up your decision, my son. You will have all the time you need, but I will regularly visit you to ensure your safety."

"Uh, what?!"

"You are still young, Benjamin, and while I don't doubt your knowledge of the Omnitrix's power is enough to make sure you're able to fend yourself, I will not let my son in the hands of my worst enemy unsupervised."

"But you're like, an alien king! Don't you have an empire to lead, people to give orders to, a planet to take care of?"

"Indeed, I do. Which is why I've hired these two to look after you when I'm gone."

Ben blinked. Was he getting babysitters? Alien babysitters?  _'Oh come on! I don't need to-'_

His thoughts were interrupted when he saw two very familiar Bounty Hunters come out of the dark.

"What?! No, not them!" Ben exclaimed, pointing to Kraab and Sixsix. "You sent them to take off my wrist, and now I'm gonna have them as my babysitters?!"

"The term 'bodyguards' would be more accurate. They are masters of stealth and they will protect you from the sidelines. They'll stop any threat they'll find nearby and won't be seen by other Earthlings. They will only interact with you directly when they're assured you're alone, your true identity will not be revealed to anyone, not until you're back home."

Ben pouted. Bodyguards or babysitters, it didn't matter. He didn't want the same guys who almost killed him, Gwen and Max following him around and spying on him. But if he really had no other choice...

"Fine, but you two try anything funny, I'll kick your butt again! Don't think I won't be careful with you two just because you're on my side." Ben sternly said, pointing at them both.

Something in his posture was amusedly very familiar to the alien warlord next to him, his temper did come from someone close after all.

"If you say so, young Master." said Kraab, making Ben wince at the response from the cyborg. Sixsix's unintelligible gurgle did not make him anymore comfortable

 _'Oh give me a break.'_  Ben thought.

He wanted to complain, but he started noticing a small light, coming from the ship's windshield.

"It's morning already?! Oh man, if I don't go back to the Rustbucket now, I'm so busted!" Ben realized in panic.

"The drones will bring you ba-"

"No thanks, I got my ways!" Ben said. He was not going through another hour-long trip with one of those any time soon.

He circled through his aliens, and as he chose Ghostfreak, he slammed on the dial, feeling his body change into the ghost alien.

"I'll be going now, see you around!" Ghostfreak said with his throaty voice before phasing through the floor.

"Wait, Ectonurites are vulnerable to light, you'll burn-"

He already left.

* * *

Ben was lucky he got back quick enough, it didn't seem Max and Gwen were awake. He prayed he had enough time to get to bed before he timed out. Something in him told him he wanted to turn back sooner, but it really wouldn't be helpful.

Hurrying, he phased through the Rustbucket's surface and, thankful ghosts didn't make noise beside howls and spouting regrets, he got under covers, just in time for the Omnitrix to flash red and him to revert to his human form.

 _'Success!'_  Ben thought.

He laid on his bed and closed his eyes, getting some rest after his exchange with Vilgax.

Max had other plans.

The curtains were abruptly opened, letting the light of the day illuminate the room.

"Come on kids, the world belongs to those who get up early!" he said, opening the windows wide to make sure his grandkids were awake.

Gwen yawned, getting out of bed. "Come on doofus, help me- Ben?"

"Ben?" Max asked.

Ben had pulled the covers all over him and put his head under the pillows, snoring deeply.

"Wasn't he the first who went to bed last night? Come on, Ben. Don't be lazy and help us make breakfast."

"He's had a lot to take care of yesterday, Gwen. He'll wake up when he'll feel like. Let me show you this specialty made of mud and frog eggs I've made."

Gwen gulped, looking back to Ben. At least her cousin was lucky to avoid breakfast for once, maybe there was an advantage at being silly and carefree the way he was.

"He's still gonna help us when he wakes up. And he should take a bath! Ew, he smells like..."

"Like?" Max was curious as to what else his granddaughter would describe Ben.

"I don't know," she said still staring at the sleeping boy, "he smells like seafood or some type of squid. What does he do at night to get himself this smelly?"

"By the way, have you seen one of our towels around here? I feel there's one missing." Max said, searching through the cupboards.

"I didn't. Let's figure out that later, okay? I'm starving."

She followed Max to the kitchen and, giving Ben a last glance, she left her cousin sleeping behind.

She had no idea their time together wouldn't last beyond this summer.

**Notes for the Chapter:**

> This chapter might've been shorter than the last one. This takes place right after "Framed" (you guessed it). I've decided to skip over "The Big Tick" because there wasn't anything much plot-related that would help the story, beside Ben getting Cannonbolt and wanting to impress his alien lord dad with his new form.
> 
> So in this chapter, Ben meets up with Vilgax again, and he now learns he'll be kept under watch. Sucks to be a prince sometimes.
> 
> Anyway, don't forget to review if you liked, and I'll be here next time for another chapter. Bye!
> 
> (also, yes. Ben was totally about to call Vilgax "dad" before he fell. It would've been somehow more embarrassing if he kept his balance lol)


	6. What if: Gwen 10

Ben brushed his eyes, finally feeling rested from last night's escapade.

He still had trouble believing what was going on.

Kevin had become even more psychotic and freakish, Vilgax had come back for him, and now two of the Bounty Hunters that were hired to hunt him were babysitting him. How much more crazy could this summer be?! It all started when the Omnitrix fell, and Ben was sure if he hadn't found it, none of this would've happened.

He wouldn't have met his real father this soon, he wouldn't have known the truth about Grandpa Max, he wouldn't have gotten to learn about aliens, he probably would've grown to be a normal kid, until Carl and Sandra decided to tell him about his true origins.

And now that he knew, he also knew that Max and Gwen were in the wrong yesterday.

Vilgax had recognized his innocence and didn't even doubt him once! Vilgax didn't even spend enough time to truly know Ben, but he still knew someone else was responsible and paid attention to the recordings. He barely knew Ben and was a renowned warlord, said to be cruel in the entire galaxy (if Phil's bragging and Max's story were accurate), but he had been smart enough to know better than think Ben was the culprit.

Ben still had a hard time thinking someone like Vilgax would have faith in his actions, but not Gwen and Max.

He still saw them both (somewhat) as family. Now Gwen more than Max, but Max didn't have his and Gwen's rivalry to make him think Ben was guilty. He was an adult, but still thought Ben would've been capable of Kevin's destruction (technically, he could if he had "Master Control" or whatever Vilgax told him about, but he clearly didn't have it this time, Max had no excuse).

Ben sat up on his bunk, lost in thought.

Would he ever make progress with Gwen this summer? She didn't know Max's secret until now either and she had been with him during this whole thing, yet she still believed it was him who was responsible for the mess that was made, not the other kid who could use Ben's powers through absorption.

It took her confronting Kevin to realize he was someone else. (There was also something that disturbed Ben during the confrontation. Kevin called himself "a hottie" when Gwen asked him who he was. Was he  _flirting_  with the dweeb? Ew.)

He needed help, he couldn't do this on his own. Gwen was smart, even if she got it wrong this time, it would be so much more helpful if she was more on his side. He needed to figure out what to do with himself and the Omnitrix. If he put aside his fun time and Gwen put aside her arrogance, they could work on what to do next. He really didn't need another person getting too ahead of themselves for now, he needed someone who could look beyond opinions and be the brain of the team.

He and Gwen really needed to get on better terms soon if he wants her help. Good thing he's already done some effort in the first month of summer.

Had they still been at the far beginning of summer vacation, she would've been hell to deal with if he asked for her help.

He felt a bit surprised, realizing he didn't feel much hungry, despite probably have slept past lunch (not that Max's food would be that appetizing). He didn't even eat that much last night, did he?

He yawned, brushing the back of his head with his hand. With his left hand. With his bare, Omnitrix-less, watchless left hand.

He jolted awake, falling out of bed, and looked at his wrist. The Omnitrix was gone!

How was it even possible?! It merged with his DNA, it stuck itself upon his wrist, it couldn't get off! And so many people had been looking for it for a good chunk of summer, no way he'd lose it now. Tetrax had even threatened to take him away to remove it because he couldn't get it off normally, it couldn't have fallen off while Ben was catching up with his night worth of sleep.

If it couldn't get off, then someone must've taken it. But who?

Tetrax couldn't have come back with whoever knew how to take the watch off, otherwise he would've heard a lot of noise. Plus, Tetrax had trusted him with the watch (but would he now, if he knew who Ben's father was?)

If Kevin somehow managed to absorb it off Ben's wrist, he couldn't have been silent about it a minimum, Ben would've been dead or would've woken up to a rubble pile instead of the Rustbucket.

Phil was away in the Null Void, so unless he found another portal, came out of it, followed through without being recognized by bystanders or without bragging that he escaped from a dimension of dangerous monsters, managed to find the Rustbucket, sneaked inside and took it off, it was impossible for him to be responsible for it.

Ben started sweating, feeling he was about to panic. This wasn't going well, where could the watch be now?

Did Vilgax decide to take it off of him after all? But he had entrusted him with it! And while Vilgax had been skilled enough to go back on Earth unnoticed, Ben doubted he could say the same about the Rustbucket.

Sixsix and Kraab could've done it, but they didn't know about it more than Tetrax did, and Vilgax had no reason telling them how to get it off.

Who else knew about the Omnitrix enough to know how to take it off?

Ben started shaking. No, no, he couldn't stop being a hero, not now! Vilgax had been counting on him, he just lost the most powerful weapon in the entire universe. What could Ben do now?!

He had to find who was able to go inside the Rustbucket and take the watch unnoticed. But how could anyone get inside without warning Max or Gwen about it?

Wait...

Gwen didn't know a thing about the Omnitrix more than Ben did, but Max has been hiding a lot of stuff from them this summer. The Rustbucket was his home, he could get inside without arousing suspicion. And even if he said he didn't know anything about it beside rumors, what if...

_'What if it's just another of his excuses?'_

He already lost plenty of time, better start looking than stay here before the Omnitrix was given to someone else. Or worn by someone else.

Suddenly, there was noise outside.

Ben carefully looked behind the curtains. They were at a gas station, and by the looks of it, there was a robbery going on.

_'Great. Best day to lose the Omnitrix ever.'_

He took a peek and saw a scared Gwen. Ben knew he had to intervene, but the watch was missing. Omnitrix or not, he needed to be a hero.

He looked at the RV's console. The Rustbucket was a Plumber vehicle, and while Ben didn't know how to drive, he knew that it had stuff a normal vehicle didn't have. He went to the drawers and started searching.

* * *

Gwen had her back against the wall, paralyzed by fear. And annoyance too.

This was the first day of summer, and they got straight into a robbery?! What kind of vacation was this?

It was already bad enough she had to spend the next months with the doofus of the family, she had no say in her summer plans. Her activities schedule was put aside for a road-trip with her grandfather, and she couldn't say no unless she wanted to pass off as immature and whiny, like Ben.

Ben had complained immediately when he saw her, and she was thankful they hadn't been in the same school, otherwise she would've quit (or waited for Ben to quit or be expelled, it'd happen sooner or later anyway).

Now she had to hope this mess of a vacation wouldn't end this soon, or at least not this way. A mugger had her cornered, Max was helpless over there. One bad move and she'd be done for.

He had to make sure the burglar wouldn't hurt his granddaughter. Maybe he could use the gasoline hose, but he needed to be precise and quick. The garbage can was close, but could he get to it without Gwen being hurt? He could try to take on the man barehanded, but he also had to worry about the other robber.

It was at times like these he wished he still was on service, but he quit his job a decade ago, and an energy gun would be overkill for now. At least it'd help Gwen, if he could just...

A second went by, and somehow, Ben was there. Right behind the man.

Max was about to yell his name. Ben had sneaked in silently, right into danger! What was he thinking?!

But before he could react, his grandson had pulled a tiny bottle out. And it looked quite familiar with what he used to work with...

In a swift movement, Ben hit the man's elbow, getting his attention, before spraying him with the bottle's content. The man looked dizzy, got pale and abruptly fainted. Ben seized him by the shirt, dragging him away on the ground.

Max and Gwen stood speechless. What... what just happened? Did Ben pull out a secret agent move like in the movies? Did he just take out the burglar that was threatening Gwen? Was he taking the man away, as if it was nothing?!

"Ugh, I could really use Four Arms right now!" they heard him complain.

"Ben, what the heck are you doing?!" shouted Gwen. "You could have gotten yourself hurt you big..." she interrupted herself when she saw the  _other_  burglar laying on the ground, in the same state of dizziness Ben had put the other man in.

"You should call the cops quick, grandpa. Here, have your 'bug spray' back." said Ben, putting both criminals together, fully paralyzed. He threw the spray bottle to Max. "And before you ask, no, if I couldn't use the watch, it's not because I was playing around with it. We got a problem." he added, showing his bare wrist.

Ben knew Max wouldn't talk easily, that Gwen wouldn't put the blame on him like he did, that he should've tried to stay awake to prevent the watch disappearing.

He expected Max and Gwen to freak out, to ask him where the Omnitrix went, to tell him he should know better to use Plumber equipment in public, or maybe even ask where he had gone off to last night, if they noticed he was gone. Instead...

"Ben, you idiot!"

Well, that was to be expected.

"Ben, don't throw yourself of danger when you can avoid it, that was dangerous!"

That was less expected.

"Get inside while the cops are coming, you two. Ben, we're gonna need to talk about your recklessness later, including looking through my gear like that." Max said, pointing to the sleeping gas bottle Ben had disguised as bug spray.

"But Grandpa, the watch!" Ben whispered. "We need to look for-"

"What are you talking about, doofus?" Gwen asked, her hands on her hips. Ben knew things were rocky, but he didn't expect her to be this mad about his safety when they've been doing dangerous stuff for one-third of the summer.

"Look." Ben said, showing his bare left hand.

"Oh my gosh, you're right!" Gwen said, clutching her face.

"See? Now-"

"For something that acts like a dog and smells like a pig, you have five fingers on your hand, including an opposable thumb. If you're not a human being, I sure wonder what species you are, doofus. Come on."

She grabbed his hand and dragged him inside the vehicle.

Okay, this was completely unexpected.

* * *

Vilgax angrily observed as the Omnitrix's pod was getting further and further away, right in direction of Earth.

He had managed to destroy the Uxorite's spaceship and leave the fight victorious and unscathed, but his prize had fallen on that damned planet.

The warlord swore to never return to Earth, ever again. Not after what the Plumbers, what Max Tennyson, had done to him. Repressed memories were resurfacing, and he felt himself about to snap.

He wouldn't fail this time, not again. He had failed carrying out his wife's last wish, he failed keeping his son safe and helping him grow, he failed defeating his inner demons. But it would be different now.

Part of him wanted to forget his old grudge and pain, and focus on getting the Omnitrix and finally finding healing after this whole time. The other part wanted to stay spiteful, angry, furious at the betrayal and humiliation he went through, so he'd give Max the treatment the old Plumber deserved next time they'd face each other. And considering where Vilgax was heading, it was likely very soon.

He knew he had to be careful when he'd land. Humans were so outdated in terms of knowledge and technology, they knew nothing of the outside world beyond their solar system and their stars, they could only imagine what exists away from Earth, but they knew nothing. They'd attack what they don't know if they felt threatened by it and would not hesitate harming their own at times, to which Vilgax was thankful he was born and raised away from that miserable place.

However, he wasn't as weak as ignorant as Earthlings were. He'd retrieve what he rightfully deserved, and would be powerful enough to put an end to the suffering he had been put through.

"No one controls the Omnitrix but me!"

Had he done this earlier, maybe things would be better.

Benjamin would've lived with him, he would've seen Vilgaxia's wonders and beauty. He would've been at his father's side, and Vilgax would've been at peace. But for now, he had an Omnitrix to retrieve.

* * *

"Gwen, I swear, we've been doing this all summer long!" Ben tried to explain.

"All summer? News flash: this is our first day together."

"That's impossible. We've been on the road for weeks, taking on aliens, kicking bad-guy butt... I've gone hero, like, a thousand times!"

"T-heh! You, a hero?" she mocked.

"Ben, I got you from Madison Elementary School today, just two hours ago." said Max.

Ben frowned. Did someone erase Max and Gwen's memories while he was out? But they had a schedule and a calendar, and they would know what places they've been to and what day today was. Gwen was too much of a nerd to not know when summer began and when they just got rid of Kevin for a while, how would she not know?

And did Max really forget, or was this another of his excuses? Ben sighed as he realized he wasn't even considering he could still trust Max on this. One lie, one lie was enough to destroy everything between them, and Ben wished he had been the one lying, rather than having Max disregard everything he taught him back when Ben still thought they were related.

But everything was off. They acted as if it was really the first day of summer, as if...

...as if Ben had gone back in time.

"I... need to go to the bathroom!" he hurriedly said before running off.

"He probably ate something bad." Max said. "That's probably why he's been talking nonsense and acting reckless."

"The last part is nothing new, grandpa." said Gwen.

"Luckily, I know exactly what he needs. I've got some smoked sheep's tongue in the fridge for you two to feast upon."

"Uh, couldn't we get a salad or something healthier to eat? Don't you have anything organically grown?" Gwen gulped.

"Nonsense. This summer's gonna be an adventure for your taste buds. I'll grab the tongues when we get there, or you could always share worms when we arrive at Yellowstone Park."

Great, a mumbling crazy cousin, camping away from what she originally planned to do this summer, her grandpa making food that would be better for aliens than humans with standard tastes, Gwen asked herself what else is going to land on her this summer.

The way things were going, she'd need a sign from the sky or anything else to make her summer more exciting.

* * *

"No way!" Ben exclaimed.

He had taken off his shirt and looked under his elbow, right where the squid tattoo was. Or where it used to be.

It had completely disappeared from his skin, as if it was removed while he was asleep. But Vilgax had told him that thing was supposed to be there from the moment he was born (or some time later, he wasn't sure). It didn't look like one of those tattoos you get in candies that can be removed after a bath or by just brushing it off.

The Omnitrix was missing, and so was his alien "birthmark".

Gwen and Max had no idea what he was talking about, and there was no sign anything happened in the Rustbucket while he was unconscious.

So it could only mean, Ben really did go back in time.

He was back to the day it all started, the last day of school and first day of summer. The night where he found the Omnitrix and got his powers. How was it even possible? Was it one of Hex's plans to get revenge after they got rid of the Charms of Bezel? Did Zombozo come back for more after his laugh-absorbing machine blew up? Or was it someone else?

This wasn't Ben's most surreal adventure yet (is anything surreal compared to your dad being an alien warlord?), yet it felt like it was. He needed to go back in the park, find the pod, look for the Omnitrix and go back to his adventures the way they were supposed to be. If he left it there, Max could take it from him, or Tetrax would come and take it back without knowing Ben's worthiness of using it. Or Vilgax would...

Vilgax would take the watch and, if he didn't know Ben was on the planet, there was a good chance Earth's entire population would be a goner after tonight. For his own sake and humanity's survival, Ben needed to take the Omnitrix and prove to his father he was there.

* * *

"Say, grandpa, did you ever tell Dad or uncle Frank about your plumbing days?"

"Hmm?" Max looked at Ben. "Well, plumbers don't have that many adventures to share."

"I don't know," Ben said as he looked down, setting up the tent, "I bet you had lots of adventures when you were younger. You probably traveled a lot before."

"You can say that again, I have a lot to show you two this summer."

"But you really don't have anything to tell us? Come on, the Rustbucket carried you to a lot of places for years, you never went somewhere special like, say,  _underneath Mt. Rushmore or some other place out of this world?_ "

Max dropped his peg at the mention of the hidden Plumber base. Something, like Ben picking up that gas bottle earlier, was telling him Ben knew something. But that was impossible, he had never told Carl and Frank about his past. How would Ben even know?

And with the eventuality Verdona ever told the boys about his past, he never told her the Rustbucket was a Plumber vehicle. Did Ben know? Or was this just one of those embarrassing questions kids ask?

"You read too many comic books, Ben. I'm just a regular plumber, nothing more."

"I wouldn't be so sure about that, grandpa." said Ben.  _'Great, more lies. Nice example to set for your grandkids, grandpa Max, I'm sure dad and uncle Frank won't mind me spilling the beans when we get home.'_

Before he could add anything else, Ben saw a shooting star in the night sky, heading straight to the distance.

"I... gotta... do something!" Ben hurriedly said as he ran to the forest.

"Don't get too far." told him Max. "And if you see Gwen, tell her to hurry! She went looking for wood but she'll miss dinner if she doesn't come back!"

_'Oh, XLR8 will tell her alright. Right before I go back as proof, grandpa.'_

"Kids these days." said Max as Ben left. "Good thing I have a surprise for dinner, it'll help him keeping control of his bladder. Or maybe that's the worms, I need to look at my recipes again."

* * *

Ben felt he was about to lose his mind.

"No! The pod, the Omnitrix! It was meant for me, not you!" he said as he clutched his head.

"Well, I found it first." bragged Gwen, even though she had no idea of what she had on her wrist.

"No, I found it first! The Omnitrix is mine! Give it back!" said Ben, catching Gwen's wrist.

"What do you even think you're doing?!" she shouted.

10 seconds later, Ben was on the ground, and Gwen stood victorious.

"I had years of judo training, don't bite off more than you can chew, cous'" she looked down on him.

"Whatever." said Ben, standing back up. "If we don't hurry, that thing will merge with your DNA, and I won't be able to go hero ever again!"

"You? Go hero? Yeah, right! Now, if you'll excuse me, I'm headed back to the real world."

Ben's eyes widened. He couldn't let her leave with the Omnitrix, not now.

"Wait, you don't want to see what the Omnitrix can do?"

Gwen stared at him.

"Because  _you_  would know what it can do?"

"I take pride in saving your dweeb butt during the entire summer, I'm practically a trained pro with that thing."

"You, a trained pro? More like a trained seal. I bet you have no idea how to work this thing."

"It's the most powerful thing in the universe. Check it."

Without further arguing, Ben took Gwen's hand and pressed on the green button, making the Omnitrix's dial pop up.

Gwen was taken aback as she saw what was going on. Ben pressed a button she had no idea what it could do, and he was now turning the dial of something that looked like a watch, as if he knew what it was.

Wait, a watch? And he had called it the Omnitrix, the name he's been repeating ever since they left the gas station. Could he possibly know what this thing actually was?

"There." Ben said, as the dial showed an icon with a weird silhouette. It looked like a frog head on a humanoid body. Was this one of those toys that can project images of animals and other stuff? "Trust me, you're gonna love Grey Matter."

"Wait, what are you..."

Ben slammed the dial without warning, and she suddenly felt herself stretch.

There was a green light, and she felt her head grow. Her limbs suddenly felt more agile, and her eyes wider. Her fingers were straightening, her clothes were becoming more skin-tight, covering more of her neck. And before she knew it, she was transformed.

The green light faded, and she couldn't see her cousin anywhere.

"Ben? Where are you, you big doofus?"

She realized there was something off.

First, she didn't feel the watch on her skin anymore. Second, her voice felt off, like she got sick or something. Third, was it just her, or did the forest look suddenly bigger.

"I'm not sure I'm a doofus, but compared to you, I'm certainly bigger." said a huge voice.

Gwen turned around, and was horrified as she saw a giant Ben.

"Ben?! What happened to you?!"

"I'm fine. You on the other hand, you got a  _little_  problem."

Gwen looked at herself, and she finally saw the issue.

She wasn't human anymore! Her fingers were small and square, her entire outfit was replaced with a jumpsuit matching it in color, and she felt her haircut was different.

"What did you do to me?!"

"Nothing, you did this on yourself. If you didn't go in the forest and take the watch from me, you wouldn't be an alien."

"Turn me back, turn me back! You can have it if you want, I don't care!"

Ben picked up Grey Matter (he never noticed how sticky the alien's skin was) and started pulling on the Omnitrix symbol on her back.

"What are you doing?!"

"Taking the Omnitrix back."

It seemed the watch was stuck to her skin, maybe if he pulled on the Omnitrix harder...

There were green sparks, and Ben was thrown several meters away, right onto a tree's trunk.

Gwen fell on the ground and looked for her cousin from the crater.

"Ben, are you okay? I think we need grandpa on this one."

Ben felt his anger rising. He was supposed to get the Omnitrix, not her. She didn't spend days of training to be a hero, he did, he deserved it, not her.

"You know what?" spat Ben, "That's a good idea. He has a LOT to tell us."

He went to pick up his alien cousin (that was now another thing they've had in common). Ignoring her complaints about him figuratively and physically belittling her, he headed towards the campsite.

He and Max had many things to discuss.

* * *

Max waited for his grandkids to arrive. Dinner was ready, Ben would have to give his thanks after getting a taste of what he prepared.

"Ah, there you are, you two." said Max. "Wait. Ben, Gwen isn't with you? And what is that thing?"

Ben glared at Max, dropping the "thing" in front of the old man. Thing that looked too much like a Galvan.

"Here she is. With the Omnitrix. Thank you for your honesty, grandpa."

"Gwen?! That's you?! What happened in there?"

"Grandpa!" Gwen said with a tiny voice. "An ovni landed in the woods, I ran to observe what object has fallen on the ground, and immediately after, I found this weird alien watch and Ben knew how to operate it!"

She covered her own mouth as she realized she was speaking like a brainiac.

"I was turned into this hideous creature and now I can't return to my normal form! Help me!"

"Gwen, calm down. We'll find a way to turn you back."

"Stop panicking you dweeb, I told you I was a pro." Ben sighed.

He pressed on the Omnitrix on Gwen's back, trying to recall how Vilgax did it. There was another flash of light, and Gwen was there instead.

"Wha? I'm me again?" Gwen looked at herself. She was back to normal, she was alright, but then it meant...

"Ben, you weren't kidding." She turned to her cousin. "You really know how this thing works. But where did you learn how to use it?"

Max was shocked at the flurry of information that was dropped on him. Ben... Ben knew about the Omnitrix?! And it seemed he knew more than the rumors Max got. How did he know so much about the Omnitrix, who told him?

And more importantly, why did the Omnitrix land here of all places? And how did Ben know it would land in there?

How did Ben know about his plumbing days? How did Ben know so much?

"Ben, care to explain what's happening?"

"I'm telling you what's happening." Ben crossed his hands. "The Omnitrix just landed, your granddaughter has the most powerful thing in the universe, there's probably a drone sent by Vilgax coming towards us, and you're still lying about your past as a Plumber and fighting alien criminals!"

Neither Max or Gwen expected the sudden outburst, and Max had trouble believing what he was hearing. Meanwhile, Gwen was confused.

Grandpa Max was a plumber, yeah, but what did it have to do with alien criminals? If Ben knew what he was talking about, was there something Max wasn't telling?

"Ben, I don't understand what you're talking about." he said, making Ben wince in impatience.

"Could you stop lying to me for two seconds?! I know, okay?! I know everything you did as a Plumber! You were friends with a guy named Phil Billings I sent to the Null Void two weeks ago when I knew he was a fraud. You two have been stopping alien attacks for years, and you thought you got rid of Vilgax when he invaded a nuclear power plant. You kept fighting him for years while he had a planet to reign on, and you had to add oil to the fire, ten years ago!" he angrily shouted.

Max was at loss of words. No way...

Ben knew, Ben really knew. But how?! Earlier today, he was okay after he and his friend were taken off the tree branch (what were they even playing at? Underwear hanging the higher on the tree?) when he got the kid from school. And he knew Vilgax, and the incident that happened a decade ago. But who told him? Carl never heard of his enemies or even his job. Even if he knew something was up, how could he know Max's past acquaintances and tell Ben about it?

And how did Ben know Vilgax was involved in the incident?

"Ben, listen, I-"

The ground shook, making the Tennysons lose their balance.

"What was that?" Gwen asked.

There were screams in the distance, loud explosions could be heard from the campsite. Ben suddenly remembered the  _other_  thing Vilgax did to get the Omnitrix.

"The drone! I completely forgot! That thing is looking for the watch!"

"You know a lot of things tonight, cous'."

"It's gonna attack people and won't stop until it finds the Omnitrix. But I have an idea!" said Ben, running off to the other part of the campsite.

"Ben, wait! It could be dangerous!" Gwen said, trying to follow Ben before being stopped by Max.

"Gwen, don't. We'll look for him together, get inside while I get the RV ready."

"What?! But Grandpa, I'm faster than Ben, I can get to him before-"

"You could both get hurt and I don't want that, come on."

Gwen sighed. She wasn't a kid anymore, even if she had the same age as Ben. And even if Ben was suddenly experimented in a lot of stuff tonight...

* * *

The war machine shot lasers in every direction, stopping at nothing to complete its task.

Humans and forest creatures were running away in fear, trying to save their lives like cowards. Wherever the Omnitrix was, if this is the resistance to be expected from whoever took it, the device would be in the hands of its rightful master in no time.

"Hey, piece of junk! Look over here!" said a young voice.

The drone turned its head, its visor positioned in direction of Ben.

"It's me, I'm Ben! Or Benjamin, or whatever. Look at me!" Ben said, hoping it'd work.

If he was right, the drone would recognize Vilgax's DNA in Ben, and would either leave, or take Ben to Vilgax. Either would work for him.

He waited the drone's response. It seemed to analyze him with its robot head, staring at Ben as if it was scanning him.

Ben understood it wasn't scanning him at all when he saw the red blast charging up in the machine's arm. He had to run.

And he was tackled away.

"Gyah!"

"Gotcha!"

Ben and Gwen rolled on the ground, dodging the laser blast by a few inches away. It took Ben a few seconds to regain awareness of what just happened.

"Gwen? What are  _you_  doing here?!"

"Saving your sorry butt from being fried, that's what. What were you thinking?!"

"I thought I could reason with Vilgax's drone to leave us alone. And it looks like I was wrong about that."

"You two will have all the time you want to argue later." said Max, picking the kids from the ground. "Let's get to safety."

"Don't try going to the Rustbucket, Grandpa. That thing is programmed to take the watch and make everything that opposes it go 'boom'. Your Plumber gear is gonna be toast in a few minutes." said Ben, not liking being carried like a baby under Max's arm.

"We don't have any other choice, Ben."

"Yes, yes we do!" angrily said Ben.

He freed himself from Max's grip and, standing back again, he pulled Gwen away from the old Plumber.

"Ben, listen!"

"No Grandpa, you listen!"

"Doofus, what are you doing?"

"If we've gotta help these campers, it's Hero Time!" said Ben, taking her behind a picnic table.

With its target out of reach, the drone scanned the area, aware that the Omnitrix wielder had just gone by. Noticing Max still standing in shock over Ben's behavior, it missed the old man by few as he quickly dodged, his training still engraved in his mind despite his age.

"What are we even supposed to do?" whispered Gwen. "That robot is gonna cut my arm off if we don't get away now."

"The Omnitrix doesn't just turn you into Grey Matter, Gwen. There's nine other aliens present in the watch for now."

"Wait, there's ten of them? Why didn't you tell me earlier?"

"You would've become one of them and I would've had trouble getting you back to Grandpa."

"Which reminds me: never try that again. Okay, what do we do now?" Gwen asked.

"Let's see." Ben said, turning the dial of the Omnitrix on his cousin's wrist. "You could go Grey Matter and try to shut it down from inside, but that's  _your_  way of doing things. Hmm, not Heatblast."

"Why's that?"

"We're in a forest, let's not cause more fire. Not Ghostfreak, you'll phase through. Ripjaws isn't too useful on land. Wildmutt's jaw could do it, but he's not too strong either. You're gonna hate me if I give you Stinkfly."

"Who chose these aliens' names?"

"I did."

"Explains why they're so ridiculous. Hey, that one looks good!" she said, looking at the silhouette on the watch.

"Diamondhead? Sure, he's tough, but I remember it not working too well when I fought this guy. Not Upgrade..." Ben said, not wanting Gwen to meet her uncle (was he really? Ben wasn't sure he and Gwen were really related by blood anymore) this soon and remembering what happened when Rojo attacked. "Four Arms! He's my strongest alien. He can resist fire and his skin is super tough, go for it!" Ben exclaimed, slamming on the dial.

Another green flash of light encased Gwen's body, and when it faded, a tall, strong, four-eyed and four-armed, ginger-haired woman was there instead.

"Wow! So this thing really is more than a weird watch!"

"Great, now get ready to fight."

As he said that, the picnic table was blasted away. Ben and Gwen were vulnerable.

Gwen charged, throwing a punch at the drone's face. It hurt a bit, but she felt she could get used to it quick. The robot had a tent on its metallic head, and it charged another attack, preparing to retaliate. Thanks to her judo training, Gwen had no issue dodging in this new body, the whole thing felt like a new experience. She caught the robot's arm, throwing him around like a rag doll.

With ease, she slammed him on the ground with her elbow, much like in a wrestling match, and when she was sure he was down, Gwen started punching with all of her strength, both pairs of arms coming back and forth on the metallic body to tear another hole in it.

Gwen heard beeping. She realized the robot was about to blow up and, jumping back, she ran to Ben and took him safely behind the Rustbucket, next to Max.

All three Tennysons covered their ears, and the resulting flash as well as the noise coming from behind the vehicle assured them Gwen had won the battle. She took a peek at where the short fight took place. There was a crater left where she just left the drone. She did it.

She won, she was a hero!

"Take that, alien junk, haha!" she bragged.

"You did well, Gwen."

"So did I when I was there, Grandpa, so did I." said Ben. "There's still others to take care of though."

"What?!" Max and Gwen said in shock.

"What, you thought Vilgax only sent one of them to retrieve the Omnitrix? Keep going, Gwen, your job isn't done."

"Hmph, I can take on them, no sweat!"

"Then hurry up, you only got ten minutes before the Omnitrix times out and you're back to normal."

"Huh?!"

"That's how it works, you get used to it after a month. When it times out, it needs five minutes to recharge."

"No fair!"

"Yeah, no kidding." Ben chuckled, amused that Gwen finally knew how annoying it was to have your fun time... well, timed.

* * *

Vilgax was fuming. This mission was supposed to be quick and simple, but someone had dared getting in his way.

The Plumbers were supposed to be disbanded after their last infiltration in his castle, but there was still someone foolish enough to try and oppose him.

"My drones are all destroyed! Whoever has the Omnitrix possesses great power, but now they'll have to deal with me!"

He won't let the Omnitrix escape, he won't let anyone prevent him from getting what he rightfully owns. He survived through many obstacles years ago, he survived the Plumbers trying to get rid of him in the past, he had affirmed himself as Vilgaxia's ruler and was known to many as the Conqueror of Worlds. His reputation wasn't made on empty words, and he had enough to prove it.

He'd leave this planet in ruins when he'd be done. It would only serve justice after all the problems it has caused him along with its inhabitants.

He knew his hate towards humans wasn't total. Earth did have plenty of resources he could not ignore, but it meant nothing after losing Benjamin.

His son was human, but Vilgax would end the world if it meant having him back. He couldn't imagine what those pests did to the poor child when they found out he wasn't one of them, he couldn't accept the idea his son was gone for good.

Plumbers were too absorbed by their world to understand the meaning behind their roles. The crime they've committed against Vilgaxia's royal family was proof of that.

He would go to Earth by himself. He'd show this planet what he was made of.

* * *

Gwen was exhausted, she spent the entire night fighting and saving others. It kinda felt nice to be in the spotlight, but it was better when Ben wasn't giving her the directions. She knew the doofus wasn't the same from the moment they left the gas station yesterday, but she still believed she could take care of herself just fine.

Her arm was shaken in her sleep, and she forced herself to open her eyes.

Ben was surprised she managed to sleep with Max's snoring. He was unable to sleep because he still waited for Max to give him answers this time around, but he hoped he wasn't expecting too much.

Why could he just not tell him the truth?

There was an endless war between Max and Vilgax, and Max just made it worse. This wasn't the grandpa Ben believed in and trusted for his entire life.

He made a shushing side to Gwen so she wouldn't wake Max, and they got outside.

"Can't you see I have a night worth of sleep to catch up with?"

"The sooner we get the Omnitrix off your wrist, the sooner you'll be able to rest, cous'."

"How do you even know about it in the first place, Ben? Was it something Grandpa Max or Uncle Carl told you about?"

"Are you kidding? No way they'd trust me with something that big to take in." Ben said, frowning.

"Yeah, you're not exactly someone who I'd trust with powers like these." she mocked, making Ben sigh.

"Look, I know it's crazy, but I'm from the future."

"You're... what?"

"I'm from a timeline where I found the Omnitrix the night it landed. When I got it, I fought those drones like you did. Except, Diamondhead had trouble with those."

"You really need to find better names to call those monstrosities."

"We went on a road-trip around the country for a month." Ben explained as they were walking. "I used the watch to go hero and save the day from bad guys like Hex and Zombozo."

"Who?"

"A wizard and a monster clown." She stared at him in disbelief. "I know it sounds weird, but when you have an alien watch on your hand, you can believe anything. Also, if you find an ad about going to the circus with a man with a weird mouth, a woman with long hair and a guy with giant hands, let's  _not_  go there, I've had enough nightmares."

"Okay?" Gwen snorted. "But how come I get the watch now?"

"That's what I'm trying to figure out. Last time, we went against a kid named Kevin, he was able to absorb energy from the watch and become a mutant alien with the DNA of all the ones I have in the Omnitrix. I defeated him and we went back on the road. But when I woke up next morning, I was in the Rustbucket and the watch wasn't there. We were at a gas station and..."

"...And that's how you knew you were back in time." Gwen concluded. "This sounds so weird. You said this thing merged with my DNA, right?"

"No, it takes time for that. We can still remove it if we're quick."

"Where's the rush? I did pretty great yesterday."

"Because, I went through a lot of stuff you don't know about, and I'd rather live through that a second time rather than letting you deal with alien attacks and spooky stuff. You don't want to know what Ghostfreak has inside his chest."

"It can't be that hard if you've been managing for this long!" Gwen assumed.

"It's not hard, it's just very heavy to deal with. Grandpa told you nothing, right?"

"Grandpa? What does he have to do with all of this again?"

"Gwen, Grandpa is a Plumber. Not just the kind that fixes pipes, but he's been a space cop this whole time. And Vilgax is his archenemy."

"Vilgax is the guy that sent those drones, right?"

"Yeah... He and Grandpa have bad history. And Grandpa made everything worse 10 years ago."

"Just in time for little Gwendolyn to be born the same day as her doofus cousin, hooray Grandpa."

Ben wondered how likely it was for destiny to be this way. His name was an Earth one (why did Vilgax choose it?), they were both humans, they were born on the same day, they had the same eye color, and when it came to their names again, they rhymed. Not hard for someone to think they were related, especially when Sandra had green eyes too. If it turned out Gwen was his twin sister or if she ended up being an alien too, he'd hardly be shocked at this point. Though he did not want to share a room with her like he currently was.

"There's an old abandoned bowling place near the campsite. It went out of service but I'm pretty sure it still works if it worked when we were there."

"Bowling? You want me to practice my moves at bowling?"

"No, there's a lot of broken glass and shards in there, and other pointy things. You go alien, I rip the Omnitrix off your skin, I take it back and everything is back to normal."

"Wait, what?!"

"Don't worry," Ben assured her, "these guys are super tough, and beside being knocked out, I never got any damage when I was timed out. I broke my arms completely as Diamondhead but I was fine when I got back to normal."

"So, if I became this Diamondhead guy, I'd be fine when the watch is off my body?"

"Yeah, it's no biggie."

"You  _really_  want to get the Omnitrix back, don't you?"

"Hey, I'm the one who spent a month having you and Grandpa lecture me about stuff. If you want to still be seen as the smart one and me as the reckless one, it's better for me to have the Omnitrix." Ben said, unintentionally telling her off in anger.

Gwen winced at Ben's attitude. He really wasn't the same Ben she knew. Maybe it was best to trust him on this one? He said he knew what he was doing.

It felt odd to have Ben this angry with Max, this quick of a strategist. It's as if all that talent he's been showing off came naturally, she just hoped it didn't mean that Ben would be eager to cut her arm off to get the watch, if he really knew how to use it.

She followed after him, unaware of what would happen next.

* * *

Getting a bowling ball on her chest was less painful than expected, but she still felt shaken by the impact.

"Rahh! This is useless!" Ben pouted.

They've tried everything. Pulling on the Omnitrix (sent Ben flying, Gwen was amazed he was still okay), trying to chip off the watch from Diamondhead's body. And then, Ben discovered diamonds were one of the hardest materials in existence. Then they've tried to use what they found in the back of the bowling alley. There were saws, circular saws, actual chainsaws (was the old owner of this place a lumberjack?), construction tools, there was even a drill lying around, and they all broke down on Diamondhead's skin.

"This day is the worst."

"Hey, don't be jealous if I can do something you can't."

Ben turned to her, exhausted by the entire journey to get the Omnitrix back. "Gwen, this is serious. This isn't one of our children fights, you're in danger of being hurt."

"I can take care of myself just fine, now that I have the watch."

"I know that, it's just..." he paused.

Gwen gave him a look. Why was Ben so troubled about it? He didn't get to be a cool superhero, okay, but is he that hurt about it?

"What's bothering you, cous'?"

"I don't know anymore... I don't know what's worse, that I'll never have the watch again or that you're better with it than I was."

"Huh?!" Since when did he start complimenting her?

"I always timed out before, I lost my cool, I fell under pressure when I didn't know how to use the watch correctly. But you took those drones down yesterday faster than I could, and you didn't panic when I tried to use a gigantic blade on you."

"Hey, no sweat about that. When you got it, you got it. It looks like I've got this thing down."

"Yeah, well, I didn't get it. I needed your help to convince a guy named Tetrax I could have the watch, otherwise he would've taken me to space to get it off."

"Wait, what?! Are you saying he's gonna try to kidnap me into a spaceship off to his planet?!"

"He has a spaceship, but his planet is gone forever, don't worry about that. Plus, you're a girl, maybe he'll be nicer to you when he sees you're like him."

"Um, what does that mean?"

"Tetrax's planet and species are dead, and Diamondhead is the same species as he is. He showed me I didn't know how to use his powers correctly. You, on the other hand..."

Ben looked down. Gwen was always the most talented in the family. Better grades, better friends, better reputation at school. She was always way ahead of him.

Even in being a hero, she beat him.

Did he really have any chance of being good enough when he had the watch?

Gwen looked at her cousin. She needed to understand, this wasn't the same Ben anymore. He became more mature without her knowing, and if he really did spend a third of the summer with the Omnitrix, maybe it did really change him from the doofus she knew.

"We'll find a way to get it off someday. You don't need to worry about me, doofus."

Ben looked back, a sad smile on his face. "Heh, thanks, dweeb."

They heard a beeping. Gwen took a defensive stance.

"Another drone coming at me?"

"Nah, the watch is just timing out." Ben explained, pointing to the Omnitrix beeping red.

A flash of red appeared, and she was back to normal.

"How can something that allows you to change your DNA into something entirely different lose charge so quick?" she asked, eyeing the red dial.

"Tell that to the one who built it. There's a Master Control function that can help the user take full control of the Omnitrix."

"Think we could use it to make the watch come off?"

Ben's eyes widened at the idea. "Gwen, you're a genius! Have I told you that?"

"Not enough in my opinion." she bragged, hands on her hips, as Ben tackled her for a hug. "Okay, that's enough!"

Why did they never have this kind of talk before?

There was a noise coming from outside. It sounded close to a... bowling ball? Or something that was rolling.

"Ben, do you hear that?"

"I don't remember bulldozers coming out here to destroy the place. We should probably leave."

But before he could add anything, a very familiar giant spiky ball destroyed the wall of the alley. They both took a step back in a hurry.

_'No way. He came here. Like, now?!'_

The sphere opened, revealing a control panel inside. And ahead of it, red eyes piercing through the shadows, Vilgax the Conqueror of Worlds was seated, eyeing Gwen (or rather, the Omnitrix) closely.

"The Omnitrix, now!" he ordered.

Drones appeared on the alley, heading in her direction. Gwen hit the dial, but the Omnitrix didn't transform her. She needed to recharge, and she cursed that Ben was right about its functioning. So she started to run.

Ben wished she could use XLR8, because her being here would make things complicated. Running with her and knowing the drones wouldn't listen to him, he tried to think of what to do. He needed to get Vilgax's attention without arousing Gwen's suspicion. Usually, Gwen was the one coming up with plans, but she was the target right now. Being the brain of the team was less fun than he imagined.

Red lasers were shot in their directions, they hid behind the old counter.

"Is there really no way for me to make this thing recharge faster?" she asked while panicking, furiously hitting the Omnitrix several times.

"If I knew how to, the Omnitrix would already be in pieces after I got it."

They heard footsteps coming closer.

"Who even is that guy?" Gwen whispered.

"That's Vilgax, and he's here for the watch. If he knows you're Grandpa Max's granddaughter, you're toast. I'll make a distraction while you run away, he won't be interested in a normal human while you make a run for the Rustbucket."

"Ben, that makes no sense! Those things are gonna split you in half when they get to you!"

"Start running already, I'm doing my job."

"And what job is that, getting yourself killed?"

"No. A hero must risk themselves get hurt for others, when they have to and to protect everyone, even from themselves." Ben said, as he felt Vilgax was getting closer. "Not for fame, not for money, not because someone asks us to, but because it's the right thing to do. And that's what I need to do. Now go."

Something in Gwen's expression changed, and with a determined look, she stood up and started running.

_'You know what, Ben? You're right. That's what a hero needs to do.'_

Ben sighed in relief. He threw a bowling ball on one of the nearby drones, getting their attention. Vilgax had turned his head momentarily, but he didn't notice Ben, focusing on getting Gwen instead.

_'And you've taught me something: if this watch can give someone the power to be a hero, I shouldn't waste it. I'll protect you, cous'. You can count on me.'_

"Hey, ugly! You sure we can't work out a deal?" she said, stopping before the entrance.

 _'Gwen, what are you doing?!'_  Ben was sweating as he threw another ball to distract the drones. Vilgax still hadn't realized what was happening behind.

And with the look Gwen had, it seemed she was answering.  _'It's Hero Time!'_

"A mere human, a child at that, with the power of the Omnitrix? Don't make me laugh! I'll make a fast deal out of you, when I'll retrieve that device from your wrist."

"I've heard of you. You're the bad guy my Grandpa Max has been fighting, right?"

"Max?!" Vilgax's eyes widened. " Max Tennyson, right? So the old bastard decided to have a family. You do not realize yet how wrong it is for the Omnitrix to be on your wrist, you shall return it to me."

"Pfeh, you sound like Ben, whining about not having the watch." she teased, stalling for the Omnitrix to recharge. "Wonder if you two are related, you sound like you have a lot in common."

She didn't expect the drones to seize her by the arm, and she hoped Ben did the smart thing and ran to get Grandpa.

"I'm not afraid of you!" She declared, as another drone caught her entirely and Vilgax got closer.

"You should be with what I plan to do once the Omnitrix separates from your body."

"You wouldn't hurt a girl, would you?" Gwen asked, trying to buy herself time.

"Hurt? No. I have something much worse in mind for you. A gift to that dear Max Tennyson for everything he did to me in the past."

"You don't scare me. If someone like Grandpa was able to get rid of you, I don't see why I can't, squidface!"

Vilgax impatiently sighed. "I grew tired of this!"

He raised Gwen in the air with his arm, and Ben recognized that gesture. Vilgax did the same to him as Heatblast when they first met (what a memorable way of getting to know your relatives!). He was going to throw Gwen around to harm her.

He was going to crush her.

"Leave her alone!"

Vilgax annoyedly turned to the source of the voice.

"Who dares-"

"I know that she has the Omnitrix and that it's what you came for, but she's not the person you're looking for!" Ben said as he stepped out of the dust, becoming visible to the man before him.

Almost instantly, Vilgax's grip on Gwen loosened, as he recognized the boy standing in front of him.

Ben walked towards the pod and, feeling all the weight of the world on his shoulders at the moment, he tried to talk Vilgax out of it.

"Please, even if you were looking for the watch, I'm here now! You don't have to hurt her, I know what there is to know about the Omnitrix, she doesn't. You don't need to harm her!"

"Ben, what the hell are you doing?!" Gwen asked.

"Impossible..." Vilgax muttered, without Gwen noticing.

"She has nothing to do with all of this, she's not involved in any of this! I know you're mad at Grandpa Max, but she's not responsible for anything that happened these past ten years."

"Max..."

"Please!"

This...

This was far from anything he expected when he decided to follow the Omnitrix on Earth.

His... his son was there. He knew what Max Tennyson did, and he was still alive.

His son was alive.

He hadn't completely failed her like he thought.

"Gwen, this isn't like anything either of us faced before." Ben said. "Don't try to follow after me, okay? I'll come back when I'm done fixing this mess."

"Ben, no! What are you talking about, get away from there!"

"Take care of yourself while I'm gone."

Before she could add anything, Vilgax threw her away behind him as if she was garbage.

She felt a bit shaken up, but had no bruise or any type of injury. But she didn't need to worry about herself.

Vilgax went to the pod and, to her and Ben's own surprise, seized Ben by the shirt and took him in his arms. Had the situation not been this awkward, maybe Ben would've felt at ease for a hug. But right now, he needed to make sure Gwen would be okay.

She repeatedly slammed her arm on the Omnitrix, desperately attempting to go alien.

"Ben!"

"Gwen, please, trust me!" Ben told her, as the pod's hatch was closing itself.

The dial turned green, and without looking, she pressed the dial and transformed.

She felt her body get longer and thinner, and when the flash faded out, she found herself upright, agile, fast and blue. Ben could recognize she chose XLR8, and he closed his eyes in relief she was okay. Even if she ran up to the pod too late and had ineffectively started smashing the door with her hands.

"Just wait for me, cous'. We'll be all okay."

* * *

First time he was in there, Ben was unconscious. Now he knew what the spiky rolling vehicle looked like from inside, and that the driver suit was more comfortable than expected.

He wondered what Vilgax was thinking when he found him around two weeks ago (or in this case, around two weeks later). Ben had kept trying to fight the man off, he was insulting him and calling him names (something he was usually proud of doing), he was being insolent and unmanageable to the point Vilgax made him sleep (or maybe he just didn't want him to run away, it didn't really matter).

Now, Ben went with Vilgax on his own initiative, and he didn't doubt Max would look for him soon. He awkwardly raised his head from the panel, looking at his father's thoughtful face.

This timeline's version of Vilgax looked different. He wasn't as muscular and didn't have the weird iron bars in his arms. He was slimmer and, much to Ben's surprise, he didn't have a breathing mask on the lower half of his face, allowing Ben to see the man's mouth and the rest of his chin tentacles. Maybe something happened to him between the time the Omnitrix landed and Max tried to get them to Mt. Rushmore?

The alien warlord hadn't said a word since they've left. Ben supposed it was hard finding anything to say when someone who's been missing for years suddenly appears out of nowhere and claims to be family. He himself didn't know what to say when Vilgax told him the truth about his origins (beside shouting in denial), his father was probably confused, angry, curious about the whole thing.

It could be more awkward. That was a thing with him, Ben just knew he had a way of making things worse. He just hoped this wasn't one of them.

He was startled when he felt a clawed, strong hand on his head, brushing the young hero's brown hair. Vilgax would have trouble letting him go, he wasn't ready to leave Earth yet. But he knew he and Vilgax had a common interest: the Omnitrix.

If Vilgax knew Ben was meant to have it, maybe they could work things out. He'd spare Earth and Gwen, and Ben could go back to the way things were. Except there was a lot to deal with. Would Tetrax trust him? Would Max finally talk, now that Ben outed him? Would he have to fight the same bad guys?

He wasn't used to questioning everything like Gwen does, it'd be better if he went with his guts on this one. His father would need a lot of explanations for this adventure, namely how he knew the Omnitrix and why he had to stay on this planet for the summer.

If it worked with the Vilgax of the old timeline, would this one agree?

* * *

"You're saying that Ben went back in time?" as the RV was driving out of Mt. Rushmore's base at high speed.

"He knew everything that was coming at us. He knew how to defeat the drones and who Vilgax was."

"Why in the world would he get himself captured on purpose?" Max asked.  _'Is he so mad at me he's disregarding his own safety?'_

"That's what I don't get. Ben knew how to convince that squidface to take him instead of me. I don't understand, if he was here for the watch, why would he give it up for Ben instead? He lost it this time because of me, what could Ben know that's so important he wouldn't have told me?"

"We all keep secrets from others sometimes. Sometimes it's to protect them, other time to stop them from doing something bad."

"Like what? Throwing myself into his spaceship? Ben is terrible at defending himself compared to me, but I have a chance with the Omnitrix."

"You shouldn't have too much confidence about this, Gwen. The Omnitrix isn't a toy, we could get ourselves hurt."

"I'm not confident about this, Grandpa, but it's the right thing to do. If Ben is gonna get himself in trouble, I'll go after that doofus no matter what to help him, and I'm not gonna let my responsibilities and duties stop me from doing what's right."

Max briefly turned to her. "You're starting to sound like Ben, being this reckless."

"Well, he's got more than half a brain after going back in time, I can always listen to what he says when he's not fooling around." she smirked. "Hey, there's the spaceship!"

"We'll have to get aboard. I wish he told us how we were able to the first time."

"If he still had the Omnitrix in the future and wasn't surprised to see us when he went to the past, it probably means whatever we'll try, we already tried."

Max turned to her again, in confusion.

"Just go with whatever you have in mind, it'll work."

"Then, we'll have to floor it." he said as he sped up the RV.

"You're gonna drive us off a cliff?! Okay, what would Ben do if he wanted to do something this crazy?" she asked herself.  _'I should not be asking myself that kind of questions.'_

She looked at the Omnitrix on her hand. Ben would probably try to lift the Rustbucket with the red alien and throw it, but he'd probably have trouble getting there with them. She turned the dial, and saw a silhouette close to one of a fly. Was this Stinkfly? If she was as small as a fly and if Ben's warning was anything to go by, maybe she should choose another one.

There was an alien with long arms. Ben said Upgrade when he saw it, but gave no detail. It didn't look like it could get them higher, and judging by the name, it must've been a smart or some type of system changing alien, but beside her laptop, she didn't see any computer system to improve. The Rustbucket had a holographic GPS, but she didn't really see anything like a computer, and even if she could hack Vilgax's ship's defenses, it could take time with alien programs she knew nothing of, and she didn't have much time on her hands.

She saw a silhouette she recognized as the first one she saw, when the Omnitrix had landed on her wrist. Ben called it Heatblast when they were dealing with the drone attack last night. Could fire propel them high enough if Ben used it? (she knew Ben loved playing with fire, figuratively and literally. This alien would probably be a favorite.)

There wasn't really any time left to ponder, so she slammed the dial. It'd be better than nothing.

She felt the heat rise around her, and her skin was suddenly covered in rocks. She was taller, stronger and more agile again, except she felt a lot of energy between her hands. As the light faded out, Gwen found herself literally on fire.

"Whoa! I'm on fire, but I don't feel like it!"

"Gwen, what are you doing?"

"Getting us there faster, hang on tight!"

She went to the Rustbucket's roof and, with all of her energy, fire streamed out of her hands as the vehicle went faster and, getting to the edge of the cliff, it was an amazing sight for Gwen as she saw they were flying.

She did it, she was able to use the Omnitrix to help save someone she had to protect, and now they were heading towards their next destination.

Straight towards an alien spaceship.

Wait. They were going super fast. Were they... about to crash on it?

She suddenly wondered if this kind of behavior is what always got Ben in a mess.

* * *

"...and then, you broke in there and I decided she needed my help."

Ben was  _very_ uncomfortable with how emotive Vilgax's expression was. He was so used to the breathing mask and only the upper half of his face, he never thought he'd see Vilgax smile or look proud, aside from a few frowns and blinking.

The man had hundreds of questions for the young child to answer, and Ben was all happy to oblige. He told him about the original course of events, how Gwen came to get the Omnitrix, what he knew about what Max did in the past, and that he was the one who should have the Omnitrix.

"Do you really care that much for a simple human being like her?"

"It's not about her being human or not, Gwen always was honest with me, she always saw me as family. Even if she had a rude way of doing it."

"Removing the Omnitrix from her will be painful, will she even cooperate?"

"I trust her for that." Ben said. "Gwen is one of the smartest girls I know. She helped me when I was going hero before. I know she sounded obnoxious earlier (I mean, she always does), but she'd never betray me or leave me behind. She agreed to find a way to take off the Omnitrix and give it to me, you don't even have to do anything, except maybe..."

"Hm?"

"When I told her about the watch, I kinda... told her about Master Control. She got the idea of using it to give the watch back, but you never really told me how to do that."

"Hmm, it would be easier for me to examine it by myself if you need to enable it, but with what Max Tennyson fed her of his owned biased perspective of things, she most certainly would refuse to."

"I never really understood, what's wrong with you and Grandpa?" Ben noticed Vilgax's teeth showing. Maybe calling Max his grandfather wasn't such a good idea when they met up.

"There used to be a time, when... when..." Vilgax sighed. "When me and Max Tennyson weren't at such odds. We never truly considered harming each other like we are now, but-"

He was interrupted by a loud crash.

Red alarms started beeping loudly through the Chimerian Hammer, and Ben realized this scenario was repeating itself, only that he couldn't use the Omnitrix to get everyone to calm down and calmly leave.

"An intruder!"

"Looks like Gwen didn't listen when I told her to leave me." Ben sighed. "I already know how this is gonna go, avoid the fight!"

"If Max Tennyson is coming here, I should be expected to welcome him the way I must, do not worry about me."

"He has an energy weapon with blue lasers he's gonna shoot you with. You were tougher in my timeline, but this time around, he could seriously harm you!"

"It's necessary that I get even with what he did to you, to us both, Ben. You must under-"

"I don't want to see you  _die_ , okay?!"

The words came out by themselves. Ben's memory of the event was still fresh, and he didn't want to see it happen again, he wouldn't lose his father. Not today, or tomorrow, or any other timeline he'll ever be in. Even if he knew Vilgax was stronger, he wouldn't risk it for anything.

Vilgax was speechless at Ben's outburst. He saw the boy obviously nervous and trembling, there was clearly fear in his youthful green eyes. Without a second thought, he took Ben in his arms again and started patting his back.

"No need to worry for me, my son. I will be careful if you ask me to, but I promise I'll be there when this is done."

Ben made an effort not to cry. Come on, this wasn't the best moment ever to get all emotional, Max and Gwen would be there in a few minutes. So, he hugged back, finally finding warmth after all he's been through.

His father was gonna be okay, Gwen was on his side. He was safe. Everyone he knew and loved was safe.

"I promise I'll be alright before you come back." said Ben. "Just, make sure you leave Earth without any problem, I just... I don't want you getting hurt."

Vilgax patted Ben's head as the hug ended. "I went through hell and back to meet you, Benjamin. I will do so again if I must."

"Please don't."

Vilgax lightly chuckled at the boy's remark. Such a shame he never knew his mother, they've both had the same light they carry with them.

"Okay, uhh, now how do I tell them to go away without fighting? Last time, I had the watch, but now..."

"My drones should already be on the case. If they're not here yet, they must still be struggling to reach us. Go back to land while I make them leave. And I promise not to hurt the girl."

Ben had trouble believing Vilgax could convince Max and Gwen to leave safely, but he had his dad's word, so he obeyed.

A drone came to pick him up from behind (...again. Or was it the first time now?), taking him in direction of the escape pods, if Ben's memory of the ship's rooms was correct.

"Good luck with this." he paused. "And..." What else could Ben say?

"Take care, my son."

* * *

"That was the last of 'em." Max said. "You look like you're having fun."

"When I get this thing off, Ben better not be the only one getting to save the world like this!" Gwen smiled, reverting from the fish alien's form. "I wanna take part in this too, though I'd advise him to fix this thing if he wants it back. I tried going for Grey Matter, but the watch gave me the fish alien instead."

They had been fighting countless of drones, and Gwen had showed prowess in fighting. Though her movements were somewhat predictable and she did cause a lot of attention by sending the robots exploding through the walls of the ship. She wasn't used to that kind of summer activities, but her martial arts training really came in handy, especially with the fish alien. Her moves felt natural, as if she's done this her entire life.

Ben needed to get ready for the fight for the last piece of chocolate cake, the watch could be useful if she had to deal with his antics before giving it back to him. Though something was telling her Ben would be wiser wearing something like the Omnitrix this time around.

The hallways were now empty, aside from the pieces of junk lying around.

"Do you need to recharge?" Max asked her.

"I'll do it while we're helping Ben, let's hurry while we still got time."

"You shouldn't be too reckless, Gwen."

"You know, Grandpa, maybe I should." Max raised a brow. "Ben's been really knowledgeable with the Omnitrix, and he knew how to use it well, too well, even better than me. I know I could get better with time, but for now, I feel his dumb, doofus and reckless way of doing things is what works. Plus, I already have a lot on my mind right now."

"Is there something worrying you?"

"It's Ben. He's been so... different. I feel whatever happened in the past, or the future, or whatever, is scaring him. I don't even feel like he's the same person anymore, he just feels so... older. I don't know what he went through, but it must've been serious. What did he mean by what happened between you and Vilgax?"

Max sighed in regret. He should've talked to everyone sooner about this, maybe Ben wouldn't be so mad. His grandson knew a lot about him, about the future, about what he was thinking, and he had every right to judge. They needed Ben, and Max needed to fix the bridges he's just broken. It felt like when Vilgax had left...

A thought terrified him. Would Ben get himself into the same kind of horrors Vilgax did? He didn't want his grandson to become a hooligan or worse, a criminal. And he had mentioned sending his old buddy Phil to the Null Void. What even happened that caused Phil to be there? Ben said he was a fraud, did their time apart change things with Phil?

If Ben took the same path as the alien warlord and refused Max's involvement in his life, he wasn't sure he could look at his grandson ever again afterwards.

Max felt like he was neglecting so many aspects of his life, mostly his loved ones. How could he fix this now?

"I can't tell you right now, not while Ben is in danger. When we get back on land, you'll catch up with what Ben knows."

She frowned. Ben wasn't joking about him being super secretive, she wondered if her mother's decision of sending her to camp with them wasn't such a bad choice. Which reminded her she needed to ask her parents, possibly Ben's too, if they knew a thing about what Max had been doing all these years.

"The ship's control room should be in there." he said, pointing to the room at the end of the hallway. "Vilgax almost never leaves it, I'd be surprised if he was away. He must have Ben with him, if he knows who he's dealing with. Are you ready?"

"More than ever." Gwen stood confidently. She could do this, she was a hero now.

They slowly advanced to the main room, careful of making no noise. Even if it was useless with Vilgax aware they got in (rather loudly, the Rustbucket was more durable than it looked), being quiet could give them an advantage. Ben would've definitely turned into the blue alien and ran up to Vilgax's face to punch him if he was the one who just got the watch.

They stepped into the room, observing their surroundings. Control panels, red buttons everywhere, tubes going through the ceiling all down to the floor, and a smell of seafood. That's not how she expected a battle with someone as scary to be, but she did with what she had. And in the middle of all of this, ahead of them, the squid alien was sitting on his throne, lazily resting his head on his hand.

"Vilgax!" Max shouted, aiming his high-tech weapon towards the warlord.

"Maxwell Tennyson, is that a way of visiting an old friend? Coming to my ship unannounced?" Vilgax teased, fully aware of what Max was here for.

"Don't play that game with us, creepface! Where's Ben?!" asked Gwen.

Vilgax smirked. "Hmm, so you came here for the boy. And I thought you missed the good old days we've had, old man."

"Don't even try anything, Vilgax! I'll have you know I'm armed and ready to end you any second now!"

"You brought that old plasma super-weapon you tried on me last time?" he chuckled. "I shouldn't be surprised, you've always been stuck within that mindset all Plumbers have, you can't think of anything more to defend yourself."

Gwen really hated this guy. That squidface was obviously trying to bring the worst out of Max with his smug talk. At the same time, it reminded her so much of Ben doing it with her. She could tell her cousin when they bring him back later that he shouldn't go back to his old ways of treating her, unless he wanted to become like squidface over there.

Seeing that both Tennysons were glaring at him, Vilgax felt more satisfied than he had been in a decade. He was finally getting even.

"If you're looking for the boy, he's not here anymore."

Gwen and Max tensed. "What?!"

"He didn't have the Omnitrix, I have no use keeping him prisoner, so I let him free to be where he wanted."

"As if I'd believe that!" said Gwen. "He didn't have the Omnitrix, but you still took him over me when I had the watch!" She pointed to the device on her wrist. "What do you have to say, Vilgax?"

"I have to say... that you are as wise as he described you." said Vilgax. Ben wasn't exaggerating her intelligence when he talked about her, and her lousiness.

"So?" threatened Max.

"So, he's still gone. When I saw that his knowledge of the Omnitrix wasn't advanced enough and that he needed to know more, I brought him back to this dirt planet's surface with one of my pods." said Vilgax. "Unlike you, I didn't make profit of someone I found to do my bidding, especially a child."

Max was red with fury. As he was about to shoot, Gwen stopped him.

"Wait, Grandpa! We don't know where Ben is. He's obviously lying, but blasting him away won't give us answers." She turned back to the squid alien. "If you're here for the Omnitrix, why didn't you try to take it from me when you've had the chance?"

Once again, she proved she was the real brain of the team.

"You are correct in that obtaining the Omnitrix was my original goal. But what you don't know, is that I have no use for it when it's at the hands of someone like you."

"What? What is  _that_  supposed to mean?"

"It means," Vilgax mocked, annoying her even further, "that when its holder is someone as unambitious and uses it in a futile way like you have been doing, I do not have to worry about the Omnitrix causing me, Vilgax the Conqueror, any trouble in the future. Benjamin told me about how overcautious you were, and how you never took risks in your life before he showed you the real power of the Omnitrix. If anything, he's more threatening than you'll ever be."

This creep was almost as good as getting a rise out of her as Ben was.

"If he was the one in possession of the Omnitrix, he could've been a possible threat. With all his experience, Ben could've stopped me when you couldn't."

Scratch that, he and Ben were in the same league!

She groaned in annoyance. "Why should I believe you?"

Vilgax sighed. Was this what his son dealt with on an everyday basis? He was starting to question the child's decision with wanting to stay on Earth instead of leaving. He stood up and went to one of the panels, inputting commands. The screens lit up, showing Ben sitting in what looked to be a circular cell. A few more taps, and another screen showed a spiky pod, much like the one Vilgax used to take Ben away, was falling down at high speed towards land.

Both humans were speechless. Vilgax... was saying the truth?

Ben didn't need their help, he actually got Vilgax to set him free? Of all the impossible things he did ever since he showed up from the future, this one had to take the cake!

"No way..." said Gwen.

"What are you going to do now?" interrogated Max. Vilgax couldn't have just come here and left, could he?

"I've only came for the Omnitrix, but since  _you're_  the one having," There's gonna be calamari for dinner tonight. "I will leave and resume my conquest of the galaxy. But rest assured that with what this planet has, I won't be doing any harm to it."

She was itching for a fight. She knew they didn't have anything else to do in here if Ben was safe and sound, but something in her made her want to tear Vilgax's face apart.

"Just so you wait, you..."

"Gwen, let's go." Max said, lowering his weapon.

"Do we really have to go home like this? We went in there for nothing, except getting sassed by your old nemesis." she whispered.

"I know it's disappointing, but what matter is that Ben is okay. Vilgax is not someone you want to get in trouble with, I speak from experience."

She pouted. "Fine."

They looked at Vilgax, who had been observing them during the entire scene. They had no business left to do here, could they just leave like that?

She followed Max back to the entrance quietly. This... this was far from anything she thought would happen. She was scared one of them wouldn't be able to make it, or that Ben was injured or even worse. Instead, they just... left.

They kept walking, and neither Vilgax or his drones were following them when they were back at the Rustbucket.

It all seemed so easy, too easy. Where was the catch?

* * *

One of the plates on the walls opened itself, revealing a trapdoor from which a drone came out.

Ben slammed his left wrist on reflex, before remembering that he couldn't go hero, and he didn't need to. "Hey, little guy."

The drone was small and shaped like a UFO, its metal claws reminding Ben of a crab. The robot flew to Ben, getting caught in the boy's hands.

"You know, I remember when we used to fight each other. Pretty funny when you think about it, right?" Ben asked, getting no response. "Right, you guys aren't the ones that know how to talk, my bad."

He wondered what he could do with this one. It was tiny, didn't look like it could hurt a fly if it weren't for its lasers hidden under its metal armor. But it was still kinda weak. Even Gwen was able to take out one of them when she didn't have any powers, anyone with a shovel, a hammer or anything durable could get rid of these.

And considering how they obviously worked for Vilgax, he couldn't just get it to the Rustbucket and hide it under a blanket as if it was a pet. He already tried before with an actual pet, and to this day he's always had nothing else than his dog.

Suddenly, a metal tube came out of its head, latching onto his neck with a sting.

Ben yelped as the metal rod was inside his neck, and he felt himself panic when a burning liquid came from the tube and went inside his body.

What was going on? These weren't supposed to harm him. They worked for Vilgax, and he was Vilgax's son. They shouldn't hurt him, they shouldn't...

Any remaining thought he had faded away when he fell unconscious.

* * *

"There it is!" Gwen said, her voice coming out of the RV's GPS. She could use this high-tech alien to improve her laptop's processing speed if she got the time.

Max parked the Rustbucket in front of the vessel holding his grandson prisoner. Taking a crowbar from the closet, he ran up to the pod's door, trying to it open.

"Allow me." said Gwen, leaving the RV and jumping on the vehicle, merging with it.

"Are you sure you don't want to keep the Omnitrix? You put it in good use."

"No thanks. It's fun, but I'd rather not turn into anything disgusting, Ben said I'd hate it if I became one of them." she said, making a few beeps as the hatch opened, letting out steam.

She split from the machine, returning to her human form in another flash of light. She could get used to this for now.

With the smoke fading out, they both got closer, only to find a snoring Ben inside.

 _'Of course. An alien kidnapping couldn't change him even a bit.'_  they thought.

"Hey, Ben? Wake up, you doofus. We're here." said Gwen, shaking his shoulder.

"He probably hit his head somewhere, I don't think Vilgax has any seatbelts in those."

Ben moaned as he was waking up. His head hurt like crazy, the landing had been rough, unlike last time he got into one of those.

He shook his head, looking left and right, just to see Max and Gwen looking at him.

"Huh?! Guys, what happened? Where are we?"

"You just had a free skydiving session but you couldn't hold your stomach. So, we just looked for you when you fell flat and passed out. Good thing Grandpa has a GPS for stuff like this."

"Haha, very funny." Ben glared at her.

"Are you okay, Ben?" asked Max.

"I am, but..." he looked at the drone's remains on the ground.  _'Looks like I'm not the only one who had a rough landing.'_  "What about Vilgax?"

"He's gone." said Max. "He simply left, and while I'm sure it's not the last time he comes by, we won't have to deal with him for a while."

"Oh." said Ben, reassured.

He wondered how possible it was for things going this smoothly. If Max and Vilgax managed to talk without slaughtering each other...

Could he... fix things between them?

"Hey, don't leave us hanging. Tell us, how did you get Vilgax to leave you alone? Did you become so annoying he decided to get rid of you?" asked Gwen with a mocking smile.

"Ha, you wish! I just told him how much of a dweeb you are. He almost thought it was a better idea to take the Omnitrix away so it wouldn't go to waste, but I got him to just leave when he didn't need to intervene, if he wanted his people to be safe."

"I can't believe it, Ben..." started Max. Ben gulped, wondering if his lie wasn't too obvious. "I fought Vilgax for decades, he never gave me a break... and you managed to get rid of him peacefully. Usually, it always ends up in us shooting each other, at least one of us needed a hospital quickly, and we'd think we've seen the last of each other before next time. But you managed to change that."

Ben's eyes widened. Max... was trusting his word?

"I always thought it'd be a never-ending war between us, and I was scared he did anything to hurt you. But you kept a cool head and managed to talk the galaxy's worst criminal out of harming your family. Ben," Max looked down with a slight smile, "I'm proud of you, I really am. I'm sorry that I kept all of these lies to you and Gwen for all these years, I should've come clean sooner. From now on, I promise to tell you kids everything. Even... even what happened when you were a baby, Ben."

"Grandpa..." said Ben.

"Uh, what?" asked Gwen, feeling she was missing something.

"Oh Grandpa!" said Ben, tackling Max with a hug.

"I know it was hard for you, knowing I spent all this time hiding secrets, I promise I'll fix it now."

"Yeah, uh, but before that, can we get something to eat? I'm starving." said Gwen.

Ben and Max looked at her. She really needed a debriefing, and quick, but then their stomachs growled. Saving the world without having breakfast is not a good idea.

"Alright, alright. Is it okay with you, Ben?" asked Max.

Ben considered it. "Eh, why not? We can always talk family sitcom drama later, it's lunch time!"

* * *

All of a sudden, he was thrown into a void.

Ben had just sat down on his bed, the world around him suddenly became yellow, red lines all over the place.

 _'Am I floating? How did I even get myself in here?'_  he asked himself. There was something familiar to the place though...

He looked around, searching for an exist, or an entrance, he didn't know where he came from.

 _'Am I dreaming? Come on, Ben, nightmares were over weeks ago.'_  he rolled his eyes, not realizing they've grown in size and were now red.  _'Wait, nightmares?'_

"I know this place! When I went Upgrade on that girl who hurt Grandpa and fused with a drone, I got here! I've been having nightmares about this place for days! But why am I back here?"

Ben crossed his arms, trying to think of what brought him back into this place. The nightmares had stopped once he met Vilgax in person, but why would he be having them again in this timeline? He scratched the back of his head, with his metal, pointy, robot fingers.

"Gyaaahhh!" he shouted. "What happened to me?!"

He looked at his body, and saw several changes. His skin was red, there were metal parts coming out of his body, he had spikes on his skin and two big red antennas were coming out of his shoulders.

"Is this a new alien? But I don't have the Omnitrix anymore! Or wait!"

He finally recognized what creature he was. He was the same thing the biker gang leader turned into when they fought. How could that be? He was half-drone now, where did he even...

"The pod! That robot who hurt me, he made me like her! I got drone powers now?"

"Indeed. While I trust you'll be able to survive on this measly planet, I figured you would enjoy not staying powerless for now."

Ben turned around. Vilgax was there, like in his nightmares. Except, he was regular-sized now. And Ben wasn't scared of him, far from that.

"You did this?"

"My drones, as weak as they can be, possess the ability to merge with any organic being capable of obeying and listening to orders. But for you, my son, this one will be your gift, until you regain the Omnitrix."

"How am I supposed to go around looking like this?" Ben asked. "I mean, it-it looks really cool! I swear! But, uhhh, isn't everyone gonna freak out when they see me like this?"

As soon as he said that, his skin was back to its original color, the metal parts retracted themselves and he didn't feel as heavy as he was a few seconds ago. He looked at his normal, human hands. He could switch between forms at ease?  _'Score!'_

"Humans will not realize your hidden strength, Ben." said Vilgax. "With my army's powers, your experience and your own inner strength, you'll exceed their expectations. I will be able to communicate with you no matter where you find yourself, as far as this galaxy can go."

"Can I... use these powers whenever I want? Do I time out?"

"This power is now yours, you have full control over it. You deserve it and more, I will not let anyone hinder your progress. You were meant to become a strong, skillful warrior like I am, my son. This is the least I can do to help you achieve your destiny."

"Can I... use this to talk to you?"

Vilgax walked towards Ben, kneeling down to face him.

"You will always be able to contact me and talk to me whenever you feel like it, Ben. Well, as long as I'm not busy fighting for my life." he lightly chuckled. Ben didn't see him happy very often, this felt new, and he liked it. "Wherever you'll go, whenever you'll need me, I'll always be there for you, Ben. I will never abandon you, never."

Ben stood silently, unable to find something to add. Then, he tackled Vilgax with a hug.

"Thank you, Dad! Thank you!"

The warlord hugged him back. His son was on his side, he trusted him. Even years of pain, loss and absence couldn't have stopped him from getting what he wants. And now that Ben was back in his life, the galaxy wouldn't be the same ever again.

* * *

They were back in the Rustbucket again.

Gwen's pleas had been enough, Max was taking them to a fast food place. She may be able to become an alien, but she didn't really need alien food in her human form. Or, according to Ben, any form at all, that wasn't going to change how disgusting Max's cooking was.

Ben laid on his bunk, waiting until they arrived.

He was lost in thought, thinking about the turn of events his life took. His dad was Vilgax, he had the Omnitrix, Max was a space cop, he went back in time, Gwen got the Omnitrix... He felt it was best not to think too much about it, the whole thing felt like a dream.

But now, Vilgax was okay and not targeted by anyone, Max would finally open up about what he knew, and if they had to deal with other bad guys like Animo, Zombozo, Hex and the rest, Ben could give Gwen directions to help her defeat them, until he got the Omnitrix back. He wondered what else would change if Gwen got the watch.

Vilgax won't hire Tetrax and won't give him the watch's location, Kevin wouldn't try to get closer to him to get powers, and he doubted Kevin would be interested in getting close to Gwen if she kept a low profile with powers. Best thing he could try when she was a good girl and he was a hooligan, try to play the movie bad boy stereotype to get her to like him, otherwise she wouldn't even look at him. Wait, why was he thinking about Kevin flirting with Gwen and trying to get her to like him? Ew, gross.

At least, his family was safe for now. No more lies, no arguing, no fighting.

He didn't have to worry about the Omnitrix too much for now, he'll get it back, sooner or later.

For now, he always had family.

**Notes for the Chapter:**

> Betcha didn't see this one coming, huh?
> 
> Originally, I planned to have Ben get fed up with Gwen's attitude and telling her off after arguing one time too many. But then, I saw an occasion for fluff with Ben distrusting Max for a day, and I couldn't resist making everything cuter. I planned to have Ben somewhat cutting off ties with his family, too mad with Max and Gwen to care, but I couldn't bring myself to do that, so here you have it!
> 
> Rewatching the drone fusing with Rojo in canon made me realize it was a parallel to Ben with the Omnitrix, with Vilgax instead of Azmuth or the Omnitrix's AI deciding for the user. And considering Vilgax is in "protective dad" mode constantly now that Ben is alive, of course he wouldn't leave Ben defenseless. So now, Ben (or rather, this Ben) has drone powers!
> 
> You may have not noticed, but I tried to make Ben more impatient and quick to anger in this chapter without the Omnitrix, wanting it at all costs, trying to take it from Gwen forcefully and manipulating her into wanting to give it back instead of keeping it. Considering who his dad is, the saying "the apple never falls far from the tree" is appropriate.
> 
> I also intend to do more special chapters like these in the future. Until next time, Heato out!


	7. Trust

As soon as he got far away enough from the campsite and, using Wildmutt's instincts to make sure Gwen and Max weren't following him or tracking him, Ben called out to his bodyguards.

"Guys! You can come out!"

He waited for them patiently. Sixsix and Kraab had been helping him from the shadows ever since Vilgax left them to him, and while it was annoying to know he was chaperoned, he had to admit they were pretty useful.

The last few days had been pretty busy. Kevin came back again (the two didn't do anything that day, which didn't help their case) and he was forced to team up with Ben. Ben himself had trouble believing they were back on the same side for a day, at least before Kevin backstabbed him again (though when Vilgax is your father, it probably wasn't that hard to believe). Ben knew he had to be careful next time they'd meet, now that Kevin knew he could combine the aliens' powers to be stronger.

Then, Ben got an offer to join in the Galactic Enforcers. If he didn't have a space tyran as his dad, maybe Ben could've thought about it before saying no. But he felt bad about not keeping the insignia Ultimos gave him. (Also apparently, that Vulkanus guy who came from the same planet as Technorg worked with Sixsix before, another hint Vilgax didn't really hire innocent people to do his work).

Ben also received a new form, a Florauna he called Wildvine from a planet called Flors Verdance, the same planet from which the Alien Mushrooms that attacked him came from. He had control over plants and could camouflage himself. He also had a slight squabble about his birthday with Gwen, which he won through a bit of manipulation (though he was satisfied of it, he wondered if that date still meant anything. Was he truly born on that day ten years ago?).

Then... last time they met the Forever Knights, Max was back to his serious, secretive, controlling self. Ben seriously felt like going on his own for that mission, but he knew better than to question him that time, especially if he didn't want to out himself. He was grateful Sixsix and Kraab had his back when fighting the temple guardian. He was having more and more trouble holding back his moves during fighting, it was good that they were able to aid him while Max and Gwen were looking for the sword in the temple. Otherwise, he wasn't sure he could've kept his focus during the battle.

Lastly, the family went to Las Vegas, where Hex presented them to his own relative: he had a sorceress niece who called herself Charmcaster, and she was younger than him but just as bad as him. Gwen also was momentarily back to being Lucky Girl, much to everyone's amazement. The stone she used however was useless now, but Ben was sure she could still be a hero (probably because at least, she didn't have unreliable backstabbing family members around, but also because if he didn't need magic to do hero stuff, she wouldn't need it either).

When Ben asked the two Bounty Hunters if there was magic on other planets (just to be sure he wouldn't have to fight an alien version of Hex), Kraab didn't know a thing, but translated Sixsix's gurgles and grunts. There was apparently a planet entirely made of mana, an energy of magic and light, somewhere in space, with beings of pure energy living on there. Gwen would probably like it if she went there, since she was a magic nerd and all. Maybe there was a chance she too went out of Earth, someday.

"Guys, I'm right here, you know? You need to show me the meeting point." He tapped his foot on the ground. "We don't really have time for hide and seek, so if you could just-"

He flinched when he felt Kraab's claw touch him from behind. Almost tripping when turning around, he glared at both adults for the scare.

"My apologies, young master. We were making sure nobody would intervene in your reunion with your father Lord Vilgax." apologized Kraab.

"You don't need to act like ninjas, I already took care of that. I can take care of myself just fine for now, so let's get going."

With a sigh, he followed after the two aliens. He still preferred they called him by his name, but after a few weeks of calling him "master", "young lord", "your highness" and whatever alien word equivalent Sixsix had for him, he stopped caring or trying to convince them otherwise (thank goodness they didn't call him "prince").

He hadn't imagined hunters from outer space to be like this. Well, they definitely matched his expectations when they were trying to saw off his arm, but now that they worked for him, they weren't as bloodthirsty and dangerous to have around (too bad they couldn't help with his chores). They were probably in it more for their money, Ben guessed, but if so, they did it really well. He wondered what they'd do if Tetrax reappeared.

If Tetrax ever came to learn what became of him, who he really was and that Vilgax wants him as his heir, Ben wasn't sure he could elude him without risking to lose the watch. And with the Petrosapien's rocky fight with Sixsix and Kraab, Ben felt there would be a lot of damage. There was also the risk Max and Gwen learned about it...

A few more steps, and Ben was able to see where the gigantic spaceship landed. His father either didn't know how to be more discrete, or he just loved giant spaceships with glowing red lights.

* * *

Vilgax waited on his throne, tapping his clawed finger impatiently.

Max Tennyson would be wise not to have tried to pick up on his message to Ben's guards. He swore, if he attempted to bring them apart once again...

"Hey. I'm back!"

The alien warlord turned his head. Though Ben couldn't see it, he smiled as he took his son in his arms. It had been a few weeks after last time they saw each other, and though the alien king knew his son was as capable of fending for himself as much as him, Vilgax would not and could not let go easily of what he had as his most precious possession.

"Missed you too. Sorry I was late, I couldn't sneak out before everyone went to sleep, and I couldn't use the watch to go out earlier without anyone noticing me." apologized Ben, welcoming the embrace.

"It does not matter what took you long, all that matters to me is that you're back to me, Ben." said Vilgax.

As they sat down, he observed the change in Ben's behavior, compared to how he acted when talking about the energy absorber who attacked him.

The boy seemed more relaxed than during their last encounter, more content and comfortable with talking to him. Now that he was starting to see Max's true face, he wasn't stuck within the morality that was enforced on him anymore. Ben would start seeing things differently from how this planet made him see soon enough.

"But first, tell me. How are you, son?"

"I'm better than good, I feel great! I even got a new alien!" Ben said, showing his wrist to Vilgax. "The alien icon is Wildvine's. He's a Florauna I got some time after you left."

"Hmm, have you been getting this 'form unlocking streak' before we met?"

"Don't think so. It's like I only got my new aliens after you came." Ben smiled. "I'm glad that you even help me with this, at least  _you_  tell me what I need to know about myself and what I have."

He may be somewhat tolerating and accepting that Max was lying to his face and not sharing any information he'd need, but that didn't mean Ben wasn't allowed to feel mad and conflicted about it. His venom when he said that seemed to satisfy and amuse Vilgax.

"I hope it stays that way. How many aliens is there inside the Omnitrix?"

"While I'm not sure of the exact number, there is about over a million DNA samples from all across the galaxy. Each sample corresponds to a species and its variations."

"Wow! A million?! I could like, become a ton of stuff with the watch! There's that many people in the universe?"

"Mostly from this galaxy. Outside of what you call "The Milky Way", there's life beyond, and power to seize." Vilgax clutched his fist ambitiously. Ben guessed the squid being was thinking of past conquests.

"Speaking of that, um..." he scratched his neck at the memory of the last time he was inside a spaceship going through space, "Kevin came back."

"That juvenile delinquent who replicated your powers?"

"Yeah, uh... We kinda both got kidnapped, actually. At the same time."

Vilgax frowned. "So where were the two Bounty Hunters I assigned to protect you?"

"They were about to help, but we got sucked by a teleporter. Then... we got into a fighting ring." Ben could feel anger was rising inside Vilgax, even if there was no sign of it yet. He just knew that the alien warlord wasn't liking where this story was going. "We had to team up to escape. We got rid of the guy responsible for that, but he backstabbed me before we went out."

A sigh from the squid man followed Ben's tale. So Ben really did live the same experience as he did, though in different circumstances... He wouldn't be surprised if someday that Kevin runt became a Plumber for what he did to his son.

"Where was Max during all of this?"

"He was kinda out cold in the Rustbucket with Gwen. Kevin has the strength of all my aliens combined, he knocked them out straight while I was becoming Diamondhead. And now he also knows how to combine my aliens' powers. He didn't have Cannonbolt so I was able to get rid of him, and now he's stuck somewhere in space, with a prisoner I helped escape."

"You did well. If I get my hands on that human abomination, I promise there will be hell to pay. A creature like him should know better than attempting treachery on you."

"Kevin doesn't know better than that, none of the bad guys I fight do." Ben frowned. "They just realize that we're still enemies as soon as they don't need me anymore, and they try to get rid of me, forgetting I'm the one coming up with the save in the first place. I can't trust anybody in that kind of situation."

"You can't always expect loyalty from others. Once a person isn't considered necessary anymore, people, especially those from Earth, only think of throwing it away without a second thought." seethed the warlord. "It's better if you don't keep trust in those who wronged you, I have known that experience and I know once they stab someone in the back, they will be back for more."

_'He really didn't have it easy with humans before. I wonder if what Grandpa did wasn't the only thing that made him so spiteful.'_

"That aside, did you encounter any other kind of issue?"

"Well, nothing in particular but, uh... Say, do you know a planet made of mana?"

Vilgax raised a brow. Did Ben wish to practice magic and spells? He already had the Omnitrix on him, was he thinking of acquiring other kinds of abilities the watch couldn't provide? Though unless Max let a word slip about how he became a Plumber...

"Well, it is not known to many, but yes. There is a planet far away from this solar system entirely made of mana. Mana is the energy of life and everything that exists, even if some creatures like Ectonurites possess little to no mana. The most powerful source of mana in our realm is Anodyne, a planet where beings of pure energy, called Anodites, develop their powers and magical abilities." Vilgax explained. "They consider themselves pure as they do not possess bodies like ours, and their immortality often gives them a sense of superiority over us."

_'So there's magic aliens somewhere in space? Let's hope Hex and his niece aren't part of the next space expedition, or they'd try an invasion. Heh. Humans invading aliens.'_

"So I could turn into an Anodite with the watch?"

"No. While they do have something to replace it, Anodites lack DNA. It would be impossible to gather a sample from them."

_'Huh, so they don't have DNA? I mean, it would make sense. Or not? How do Diamondhead and Heatblast even have DNA in the first place?'_

"Energy beings like them are also too volatile, too hard to manage. Although I do have the technology to neutralize their powers, it is hard to channel mana into something mechanical or that doesn't rely on magic. The Omnitrix could malfunction if you were to use magic directly on it, and the damage ensuing would be unpredictable."

"Good thing magic is Gwen's thing. What is an Anodite like?"

"Well, I didn't get to meet one myself, but Max Tennyson did get enamored with one before. I believe it was how he even joined the Plumbers in the first place."

"WHAT?!"

_'Grandpa fell in love with an alien, and he didn't tell us?! I mean, I know I shouldn't ask too personal questions, but come on! He's a Plumber, he told us a lot about his past. Would it hurt to tell us that kind of stuff? It's not like that person would be someone special.'_

Vilgax was really amused by the boy's temper. Max didn't tell him that either.

"I have never met her, but it did seem somewhat serious between them, even if there were other persons interested in him." Ben was sinking into his seat. "All I know is that her name is Verdona."

"Who else does he know that he didn't tell us about?" Ben sighed, crossing his hands.  _'Wonder where that Verdona person is now. Who was she to Grandpa Max?'_

"Where did you hear of mana anyway?"

"There's this evil wizard guy, named Hex. He uses magical junk to make himself more powerful, but I kick his butt every time."  _'Okay, it was Gwen most of the time, but I did the kicking while she did the thinking.'_  "Sixsix and Kraab told me stuff about mana and how it kinda works. Well, Kraab spoke for Sixsix. Why can he speak human, but Sixsix can't?"

"Actually, they do not speak the same language as we do."

"Huh?"

"One of the most essential tools one must equip themselves with if they do not know how other species express themselves, is a universal translator. It allows any alien creature to communicate with one of a different kind without any language barrier between them. However, translators cannot translate some more complex speeches, such as Sixsix's Sotoraggian form of speech. Other species, such as Vulpimancers, do not have a biology allowing them to speak other languages, making communication difficult."

"Yeah, I already kinda know about the last one." Ben's memory of what the two Null Void criminals tried to do to Wildmutt was still fresh in his mind, mostly because of the humiliation he felt when he lost, and Phil won.

"Thankfully, your Omnitrix is naturally equipped with a translator of the sort. If you ever found yourself stranded, as long as that device is on your wrist, you will be able to seek assistance from any nearby creatures if necessary."

"It's cool the watch lets me do lots of things, but... Do you know who made it?"

Vilgax nodded. "While he's mostly known for getting his population towards a revolutionary technological progress, the one who made the Omnitrix is a Galvan named Azmuth."

"A Galvan?"

"They are small frogs with grey skin and usually horizontal pupils. They act like they're above any creature with less intelligence and act petty towards them for any mistake they commit."

 _'Now I know who Grey Matter is. Do they have anybody looking like Gwen on their planet? I feel she'd get along with them_ very _quickly.'_

"Max never told you about the creatures inside the Omnitrix?"

"Nah. Since everything about being a Plumber is part of the past for him, he hasn't said a word about what he knew about aliens. The only thing he doesn't hide from us, is how disgusting his cooking is. Yuck."

Vilgax raised an interested brow. Ben assumed he was going to comment his Grandpa's actions, since that's what their biggest issue was about. He was wrong.

"Does he still prepare those mixtures and meals that could kill after a single bite?" Ben blinked. Vilgax asked... about Max's food?

"Uh, yeah. I know some aliens can't eat Earth food, so maybe he cooked for aliens as a Plumber. But if that's the case, I think he still uses the same recipes when he was still in service, I can't eat a thing of what he makes without feeling sick for hours. Ew!"

Vilgax chuckled at his son's disgust. Ben was used to Earthly meals, he never tasted any dish from any other planet. Of course he would get sick with something completely new, whoever raised him instead of his real father didn't make the effort to show him culture that would be considered "alien" to him now. But then it meant...

"Do you have the adequate medical treatment you need before leaving this planet?"

Ben stared in confusion. Medical treatment? "Like, what kind of treatment?"

"Were you given the right medications and pharmaceutics before eating what that Plumber gave you?"

"Uh, I know it's not all that healthy, but do I need all that stuff to have lunch?" Ben asked, worried about what Vilgax implied.

The warlord sighed. Did Max Tennyson want Ben to fall sick? Did the Plumber want to damage the king's son by feeding him something he couldn't digest, weakening him and causing him discomfort? Because that's what Vilgax understood.

"I should've known. Follow me, Ben."

Ben nodded and went after his father. They walked through the long hallways, back to the place Ben recognized as the medical bay. Vilgax started tapping on his command panel, showing letters and numbers Ben understood nothing of. But seeing how Vilgax looked mad while reading what was on the screens, it wasn't a good sign.

"He didn't." Vilgax slammed his fist on the panel, angrily.

"What? Is it really necessary?"

"Of course it is." Vilgax turned to Ben, patting his head. Ben suddenly felt very, very patronized by the tone change in Vilgax's voice. He was actually treating him like a little child. "Your body hasn't had the vaccines necessary to be immune against many dangerous sicknesses, and he omitted making sure you'd stay healthy."

"I could actually fall sick from eating what Grandpa Max makes?" he asked, knowing it wasn't really that hard to believe.

"Plumbers always get shots against illnesses when they're hired. Since you luckily never enlisted in their Academy or any program they would've had in mind for someone as strong as you, you never had that." Vilgax sighed. "So, if someone who visited the rest of this Galaxy, they should've made sure whatever they prepared was safe for a human being to consume, especially one that never got to learn what's outside this planet. Fortunately, it is an easy fix."

"Huh?" said Ben as Vilgax took his arm. Without a warning, a drone came in and drove a syringe into his skin. "Aaah!" Ben fell flat on the ground. "What are you doinnnnnnn..."

He couldn't speak out the rest of that sentence properly anymore, his entire body went numb.

"Those vaccines you missed are supposed to be given when you're an infant, still a baby, but you grew without them. A lot of pain comes from them the latter they're given to you, so it would be wise if you didn't feel anything before we're done."

Ben gulped at Vilgax's decision of paralyzing him. If  _that_  was how he was handling Ben's health being in danger, it'd be wise to never fall sick again in his life. Vilgax carried him to the bed, and his eyes widened when he saw the numerous syringes and pointy items that were unknown to him, some looking like dart guns and war weapons rather than what a doctor would use.

"Now don't worry, it may seem painful, but you won't feel a thing. Well, until the drug you were given wears off. You'll just have to lay there and do nothing."

In spite of his current state, Ben managed to pitch a scream through the night. Outside, where both Bounty Hunters were guarding the door, waiting for the child they were supposed to protect to come out. They wondered if Ben had unlocked a Sonorasian or Loboan form with the yell they just heard.

* * *

"Come on, Gwen, try some more dung beetles. You'll see it's got a lot of vitamins."

"No thanks, Grandpa, I'm full." Gwen excused herself with an uncomfortable smile. "It makes more for you to eat. I'm sure Ben wants more though."

"Ben already finished his plate an hour ago."

 _'What?!'_  Gwen turned to her cousin, who was busy playing Sumo Slammers on his bunk. She noticed his plate was indeed emptied out, and by the looks of it, he didn't throw the toxic hazard that was Max's cooking away through the window like they usually tried to do. Ben had actually eaten the thing.  _'Ew, gross!'_

She went to Ben, hands crossed. Did he unlock a garbage eating alien or what? "Hey, doofus, mind telling me what's going on with Grandpa's food and your appetite?"

"What do you mean?" Ben raised his head away from the game.

"You got away while I dealt with animal poop, and I don't know how you did it, but Grandpa believed you ate that. What happened when I wasn't looking?"

"You know, dweeb, when you have an alien watch on your wrist, your grandpa is a secret agent that's like a space cop, you fight supervillains every day and there's magic, aliens and other stuff going on, dung beetles are suddenly not that hard to swallow."

"As if! You were in the same boat as I was less than a week ago! You can't just like eating poop overnight."

"Gwen! Help me clean up here!" Max called from the kitchen.

"This isn't over, doofus. You gotta tell me how you did it." Gwen sighed as she left.

"It's something I got in the genes, I just easily adapt to whatever problem I got." Ben smirked.

Though the actual reason was that he lived any kid's nightmare visit to the doctor, he felt she didn't need to know. He did notice that, despite spending another restless night, he wasn't as tired as he was last time. Vilgax may be cruel, and he may have a painful and complicated way of doing things, but Ben knew he cared. He felt stronger now, more energetic and agile. Trusting his father's word helped, he was right in trusting Vilgax.

Ben realized how wrong Max was. He portrayed Vilgax as heartless and merciless, but he never said a word about Vilgax showing care for his people, showing he cared about family and those he considered close to him. He couldn't believe what Max said the same way he used to. If Max wouldn't talk now, if he didn't give a reason for Ben to trust him...

Then Ben could only rely on Vilgax to know the truth. Ben would only be able to trust him with all the secrets he's kept. Gwen was still siding with Max despite everything he kept hidden, and Max himself was out of the question. Only Vilgax was willing to help.

Only Vilgax accepted to give Ben what he was missing all this time, what made him finally feel like he fit somewhere, when he never felt like he belonged even before he knew about aliens. Vilgax taught Ben what he needed to know about himself, what he wanted to know, what he could do. He had faith in Ben's actions, he trusted Ben's decisions.

He didn't even force Ben to go home or give up the Omnitrix. Ben hadn't asked him what Max did yet and how he even came to leave Vilgaxia and grow up on Earth instead, but Vilgax hadn't used that to convince Ben to leave. He hadn't tried to manipulate him, he didn't use what he knew to get Ben to follow him like a real bad guy would have.

He cared about Ben's safety, his well-being. Even if he never was there before, even if they spent ten years apart... Vilgax still acted like a father would with Ben. If this was how he treated his own...

Then Ben was glad to be the son of Vilgax the Conqueror, Vilgaxia's leader and one of the most feared beings in the galaxy. He was proud of who he was supposed to be, and even if his life on Earth got fixed after everything that happened, even if something new came up, he wouldn't trade his father for anything or anyone else.

**Notes for the Chapter:**

> I should really take care of my other stories, but this works.
> 
> I sincerely apologize for whoever read the beetle poop part. And I take back that apology because Man of Action is the one who came up with it in "Ultimate Weapon", blame them instead of me.
> 
> So, now Ben gets to learn other stuff Max hasn't told them yet, like stuff about the Omnitrix, stuff I made up to explain why Max could eat literal garbage and some bits about his and Gwen's canon Grandma.
> 
> Also, father-son fluff, family hijinks and Ben can now eat without needing a stomach surgery after the summer. Gwen sadly won't have that luck, Keystone of Bezel or not. Ben also starts getting on Vilgax's side more and more now.
> 
> Anyway, glad I still am able to make this story going, I hope I can see ya guys next time. Heato, out!


	8. Taking vengeance back

The galaxy was vast, infinite wonders to uncover, countless planets to gain from. Space was full of treasures to take, of knowledge to acquire, of power to gain.

And of pests to get rid of.

The Megacruiser, a pathetic old ruin of a spaceship, had captured many fighters, many creatures, just for the sole amusement of those willing to watch others brawl. All of that under the former watch of Slix Vigma, a robotic fiend who thought entertaining populations through illegal fights would lead him anywhere.

If Ben hadn't already got rid of him,  _he_  would have as soon as he found this place.

And if the information he had was correct, the one  _he_  was looking for was there, waiting for  _him_.

That mutant knew nothing of what he had coming. He would soon learn what'd happen when you dare harm the heir of Vilgax.

* * *

Kevin was in luck.

He had stopped counting the days after that Ben Tennyson left him behind to rot in this junk. Ever since that Technorg guy beat him down and went back to his home planet, Kevin had only one goal in mind: rip that kid's head off his body and take his watch for good measure.

Tennyson was just another kid asking for a beatdown, he just needed to get his stupid weak mouth shut. After that weird robot guy was taken down, Kevin was stuck in there, so he decided to show everyone who was still there who's boss in this ship. Now they were all acting like cowards, making weird noises like sick animals. That's what these aliens freaks were after all.

So he told himself, if he couldn't defeat a wimp like Tennyson on his own, he needed help from someone who was just as bad as he is. He kept looking for other tough guys on other planets, but they were all too weak, too lame as fighters. They all didn't look for a fight like he did, or they were too easy to wipe the floor with.

It pissed him off that Tennyson got away with beating him up, but he had to stay there, in a freakish body with ugly monsters around, and they all blamed him for that. He'd show them after ripping that watch off Tennyson's wrist.

But even if he didn't find someone tough enough, he kept hearing rumors. Every time he went somewhere with the Megacruiser, people kept mistaking the ship for another one. And whenever he went out, they all kept mistaking him for someone else until he got close.

Whenever he went anywhere, he heard the name  _Vilgax_.

That guy was apparently one of the scariest aliens in the universe, an iron fist that was feared in almost every solar system. Just what he needed to get rid of that little snot rag.

He ordered the aliens aboard to find a way to contact him or get his location. He had to make himself clear more than once, sending them flying all over the place, dumping some overboard, before they finally obeyed. If that wasn't what that Vilgax guy did with his own slaves or whatever, Kevin doubted he could get help. But at this point, he was itching for a fight.

A spaceship that looked like a taser gun from one of the sci-fi movies he used to sneak in to watch was coming near. It did look kinda cool, maybe he could take it for himself when he's done clobbering Tennyson.

The Megacruiser's hatch opened itself, allowing the Chimerian Hammer to enter. The alien workers around were getting nervous, some fleeing while Kevin wasn't looking.  _Vilgax the Conqueror was there for Celestialsapiens' sake!_  Why the weird hybrid that forced them to work for him had decided to meet Vilgax of all people was beyond them. If they weren't careful, they could become squid monster food any time soon.

The smaller, yet more threatening, spacecraft opened its door. Drones came out of it, scanning the surroundings. They however seemed to shut when their sensors went over Kevin, as if he wasn't a threat to their owner.

From behind the shadows the Chimerian Hammer contained, a giant squid man, wearing a dark maroon armor and some type of breather mask on his face.  _'Maybe that fish-head can't breathe on land like I do.'_

The workers were all shivering in fear. This was it. This was how they went out. Killed by a tween's whim of wanting to wrestle against another tween. Couldn't he just buy a rag doll and be done with it instead of taking them down with him? Those were cheap when you got a ship like this, only a few Tayden coins. But no, they just had to die like this!

Kevin grinned, showing Ripjaw's teeth on the amalgamated mess that was his face. He might've won the jackpot.

"The legendary Vilgax."

Vilgax looked with disgust at Kevin, not that the young mutant could tell. The alien knew exactly who he was dealing with, and  _how_  to deal with him.

"Wherever I went in the galaxy, no matter whose butt I kicked, one name kept coming up over and over. Your reputation precedes you in this dump."

"What is the reason of the signal you've sent to my ship?" snarled Vilgax.

"We have a lot in common." said Kevin. "You're looking for something called the Omnitrix, I want to shred the kid who has it in pieces. I met the one who has it, and his name is Ben Tennyson." Vilgax's fist tightened. "I heard you went to Earth and came back without Tennyson's watch. If you're as bad as they say you are, then you're just what I need to take him out, for good."

One of the many things Vilgax praised himself for and what many people disregarded, was his ability to keep his composure, even when he was ready to murder someone. Well, as long as his patience allowed him. And he felt his patience dropping at fast rate.

This abomination was the one who impersonated Ben, copied the Omnitrix's abilities, kept trying to annihilate his son on numerous occasions, had seemingly no intention in giving up that goal. At this point, the warlord was tempted to kill him on the spot. He had readied himself to face every alien Ben currently had available, including the ones he had gained after their first meeting.

But killing him now would be too kind, too easy, and there was a chance the Ectonurite DNA allowed that misshapen chaotic amalgam of creatures to escape. No, he wouldn't risk it, not yet. He would get even properly. If this child thought it was funny to make a mockery of Ben, Vilgax would show him one of his own tricks.

"It is true, I did leave the planet Earth without the Omnitrix. I do seek that power and I hold a grudge towards the Tennyson family." seethed Vilgax. Kevin seemed eager to start the team-up, he had no idea this would blow up in his face. "I've heard of you too, Kevin 11."

"It's Kevin Levin!" groaned Kevin. Not his fault his full name rhymed with the number eleven.

"It doesn't matter. You have the power of absorbing any type of energy and integrate it into your organism for a small amount of time. Your body is a pathetic mixture of ten different alien creatures from across the galaxy, all taken from the Omnitrix." he frowned. "The Omnitrix. If what I've heard is true, your DNA has merged with it just like Ben's. What do you know about the Omnitrix?"

"Thanks for the lesson, professor. Knowing why merge my fist with Ben's face!" Kevin was walking on thin ice. "If you need the watch thingy that turns Ben into those alien heroes, I know plenty."

Vilgax hummed. "I know exactly how to take care of you for the sake of this mission, and how to  _take care_ , of Ben." he beckoned the young mutant with a clawed hand. "Follow me."

Kevin grinned further, following the alien warlord inside his ship. The aliens behind were all cowering. What else did this crazy kid have in mind?!

The hybrid followed through the corridors of the ship. It did look pretty fancy from the inside, and Vilgax's 'toys' would be fun to reduce to pieces. Too bad he couldn't turn into that green gooish technological alien to take one with him. Might as well take the whole ship if he could.

"Not bad for a fish-face, where did you get all of this stuff?"

"If you knew more about my reputation, you would know I've gained all of my possessions through battling, conquering, showing my true power to others and building my empire myself. And from the looks of it, you know nothing."

"Hey, back off!" groaned Kevin. "Where are we even going?"

They arrived at some sort of arena, with tubes coming out from above. Suddenly, the ship wasn't stationed anymore, it started leaving the Megacruiser.

"Hey, what are you doing?! I thought we were gonna put an end to Tennyson! Answer!"

"Gladly!" snarled Vilgax, turning around. The robotic pieces on his arms glowed, his muscles swelling. "You're right, I want to put an end to Tennyson and his family. However," his red eyes were angrily glaring at Kevin, " _I do not consider my son part of it!_ "

* * *

This was probably the best day of his life.

He did it, he actually got it!

He was now on a tree, cautiously waiting. Just a bit more... Closer...

"Ewwww! Ben!" complained Gwen, pushing her bowl of pudding away now that it was covered with Stinkfly's goo. "You've been Stinkfly for hours, give it a rest, dweeb!"

"No way!" giggled Stinkfly, flying over the picnic table. "Now that I can stay alien for as long as I want, it's time to cash in. Check out the green I made giving rides to tourists!" he said, dropping bills on the table.

"You know, I never thought I'd say this," she glared at him with Max behind, "but I'd rather see your normal jerky face for a change."

"Gwen's right, Ben." said Max. "Just because you can be an alien all the time doesn't mean you should be an alien all the time."

"Why not? Why not being an alien all the time?" pouted Stinkfly.

"Because this can attract a lot of unwanted attention, and we still don't know if there are any hidden consequences."

"I turned into an alien freak like Kevin a while ago, you turned into a larva, but that didn't stick forever. You're worried about nothing!" argued Stinkfly.

"Well, you can't say for sure it won't do you any harm. You can't stay an alien kid forever, Ben."

As soon as those words left his mouth, the bug alien landed silently on the ground, reverting to a human. However, the look on Ben's face meant business.

"How can you even say that?" Ben asked with some venom. "I am an alien kid, what proves otherwise?"

Max sighed. "Ben, it's not because you found the Omnitrix by accident that it makes you an alien. You're human and you belong with us, remember?"

"What difference does having the Omnitrix even make?! No, with or without the watch, I  _don't_  belong. You should know that, since you know a lot more about us than we do."

Gwen readied herself for the word fight that was about to ensue.

"I'm a kid on a road-trip across the country, I'm supposed to be having fun here! LET ME LIVE!"

"You think I just like to boss you around for fun?! You never listen to me!"

"Maybe I would've listened more if you didn't hide so much stuff to me, to us!"

"I did it to protect you, not to make your life boring! Stop pretending I'm trying to make your life harder for once!"

"Well it sure feels like it!"

"Maybe if you understood that I'm doing all of this to make things better, you wouldn't have to hear me complaining!"

"And maybe if you stopped thinking you made things better for once, you'd see how awful everything you did was! Family never leaves its members behind!  _Especially when it stays truthful, loyal and knows where it's at._ "

Something in Ben's words made Max step back. Gwen thought he'd crossed a line, and didn't expect Max to hesitate before answering.

"Ben..."

A flash of green, and Ben was XLR8, running away from them.

Max brought his hand to his face in frustration, getting a headache from all the arguing. This was bad,  _this was so bad._

It almost felt like Ben  _knew_  he took him away. Vilgaxia and working for Vilgax would've been a terrible fate for him, Max had no other choice, he couldn't leave Ben behind. And now, Ben was lashing back at him, and not even for that reason. Ben was mad at him for something he did, and while Max knew he should've been more honest, Ben wasn't that tolerating either. He didn't know the truth could break him...

No, he couldn't tell Ben, not now. Ben wasn't ready to know, not when he acted like this at least. Carl and Sandra would've told him before if they knew he was ready, and Max knew his son and daughter-in-law were responsible enough. When Ben was ready, Max could tell him. Now he just needed to deal with a sulky kid for the rest of the summer, with no hint Ben would forgive him any time soon.

"You know you two need to talk, Grandpa."

Max turned to Gwen.

"You've been tolerating each others for days, you can't stay in the same vehicle that long and keep pretending nothing happened forever."

"I know, Gwen. I know. I just don't know how."

Frowning, her grandfather left the picnic area, going back to the RV. Gwen felt like planting her face right in her plate (if it wasn't so disgusting).

Back when her mom decided to make her go camping with her cousin and grandfather, Gwen thought their time would consist of Max trying to reason with Ben, her trying to manage with her cousin's disgusting attitude, Ben causing arguments with her all summer along, getting them to live the worst summer ever. She didn't know what to think when Ben got the Omnitrix, aside from believing he would be even harder to manage, even if he could help it. But now...

She was at a loss. Ben was making a fuss with Max, about something serious. Max had trouble dealing with him, but because of something her grandfather did, not Ben. And Ben was complaining because he felt hurt, betrayed. Usually, Gwen would think Ben is taking things out of proportion again, but for once...

She felt she could sympathize with Ben about being upset. She too had some trouble accepting what her grandfather was hiding, even if Ben's way of doing it was exaggerated. He wasn't being too unreasonable about being angry, and since he had the Omnitrix on him, he was at the center of this mess, he had a right to be mad.

Sometimes, Gwen felt Ben was taking the "I don't feel like people care about me" act too far. Not as far as Kevin did, he hadn't done anything illegal on purpose (yet). Sure, he didn't have that many friends and acted like a freak, but did he think acting like that would get him more affection? Though she had to admit, learning their grandfather was a space cop AND having an alien watch fused with his arm was troubling. It just wasn't the impression you'd think Ben would get.

Ben really had changed over the course of summer. A month and a half has passed, and Ben wasn't the same snot bag he used to be. She wished he didn't change that way. It was good to know he was more aware of what was going on, but it would've been so much better if he at least didn't decide everyone on the planet was being ungrateful or targeting him.

It wasn't because he could be an alien that he had to act as if he was out of this world. It didn't matter what form he was or who he thought he was, he was still her cousin. She wasn't gonna let go of that fact even if he turned into something else or was a weirdo since day one, she still thought that doofus was family, snotty alien or not.

* * *

"Can you believe it?! Rngh!"

Skipping stones was a fun activity. It however wasn't what you'd usually expect to see with an alien. Using diamond bits. Coming out of rock hard skin.

"I keep calling him out, I make an effort to make him spit it out, and he acts like he hasn't done a thing and I'm being excessive! Rah!" Diamondhead complained, throwing a flurry of diamonds on the surface. Fishermen and tourists would get their pockets full when they'd find those.

"I'm tired of having to pretend he didn't do anything wrong, I'm done with him trying to follow his restrictions and stop myself from having fun, I'm so through with him acting as if he knew what was best for me!"

He heaved in anger.

"He most certainly doesn't know where your loyalty truly resides, young master." explained Kraab, making Diamondhead roll his eyes.

"If he knew, he'd let me be instead of trying to control me. I can't believe this is the same grandpa that taught me how to ride a bike and helped with all my stuff before." he sat down, frustrated with Max and himself.

It took him a few minutes as XLR8 to find where his guards were hidden, and they could talk in peace. They were impressed that he got Master Control, but he switched to let off steam soon after. The boy under their care was acting brash, impatient, intolerant and easily angered. He really was his father's son.

"Let's look at the bright side of things, young lord. You now possess the ability to turn into any species inside the Omnitrix the way you want, you have full control over it now. And certainly, that pesky old plumber had no credit in helping you achieve that goal."

"Yeah..." said Diamondhead, reverting to Ben. "You're right. Took a while, but now I can do whatever I want with the watch. Grandpa just told me to stop toying with it, but I gained something from doing it. He doesn't know what he's talking about."

Ben looked at the Omnitrix. He had total control over it, he could do whatever he wanted. Vilgax trusted him with it, Max had no say in whether or not he should still have it. For all Ben cared, this was his watch, and he deserved it for all the trouble he went through to keep it.

He just didn't know what to do with it now.

Keep making pocket money? Would attract too much attention at some point, especially if some people still remember Kevin's actions. Look for a hero thing to do? Ugh, who was he fooling, this place barely had any crime or saving to do, beside old people falling off their boats. Try to contact Vilgax? Sixsix had done it a while ago, and he got no answer.

"This is so boooooooooring." he laid down on the grass. "I got all the power I'd want on my wrist, and I don't even know what to do with it! No way I go back for tourism with Gwen and Grandpa Max now, I'm not done being mad at him." he pouted.

Sixsix let out weird noises again, that Kraab translated into "I suggest you practice with your new powers, young master."

"That sounds fun, but with what? You guys wanna spar?"

Both Bounty Hunters shook their heads. "We cannot do that. We were charged with protecting you." "Fighting you would be against your father's orders, even for training."

"Oh come on! I beat you two down last time, like you could cause me any harm. Just defend yourselves while I'm doing my thing."

"We are not allowed to do that, young lord. If we do, it'd be disobeying."

Ben groaned. "You're no fun! I could become any alien I want to defend myself, I could even do the stuff you do! Or wait..." he paused. "Kraab, you're an alien robot, right?"

"Um..." the cyborg hesitated. "Well, my species has fought the Pyronites in a past war, with a very few survivors. All that is left of my organic body is about 5% of it."

"Yikes!" Ben winced. "Sorry if I ever use Heatblast against you."

The cybernetic Piscciss Premann looked at Ben weirdly. Something told Ben the guy wasn't used to apologies or having someone give him some respect for the war.

"Wow, so I don't know how you looked before you became a robot." Ben realized. "But now, I could try to figure it out..."

Sixsix and Kraab looked at each other with obvious worry, even if they wore helmets. Ben looked at the dial and seemed to focus.

Suddenly, the Omnitrix's core popped up, and a new silhouette was showing.

"Let's try this one out!" Ben said, slamming the dial.

A flash of green, and he felt his skin harden, his left arm stretching and strengthening, his legs getting wider and stronger. A few seconds later, both hunters stared at the alien child before them.

Ben had turned into a non-robotic crab, with the same overall shape as Kraab had, but he didn't have metal everywhere on his body and was smaller in comparison. His shell was a dark green, his left arm's pincer was gigantic (though there was no blaster or sprayer inside), and he lacked the robotic circuits Kraab had. His eyes had a yellow sclera with green dots as his pupils, and his lips were jagged. The Omnitrix was now on top of his head, resting on a tough carapace.

"So, this is how you used to look like? Huh, kinda cool to be honest." said Ben, looking at his new pincer. "I'm gonna call this guy... Shell-Shock!"

"Um, my species does not naturally have energy powers..."

"I know, but I kinda heard it in history class, sounds wicked as an alien name. Come on, let's fight!"

"I do not believe I should do that, young master."

Shell-Shock sighed. He walked up to Kraab on his new legs, impressing the cyborg by the ease Ben found in walking with his new limbs. And impressing him even more when he seized him with his claw, and threw him over his shoulder.

Kraab didn't realize what Ben did until he was on the ground. Shell-Shock was ecstatic at his new form, clapping his pincer in eagerness. "I barely even touched you! This alien is awesome! Man, now I get how you could go fight even without your robot parts, you don't need to make much of an effort to defeat someone! And wow... that's why you're a hunter, you got super skills!"

If robots could blush of embarrassment, Kraab maybe would've. He hadn't seen one of his own in such a long time, especially one praising him...

"Okay, Sixsix, your turn! Hit me with what you got!" said Shell-Shock. The Sotoraggian shook his head no. "Oh please! I could become anything, like your little toys could hurt me."

Sixsix made grunts, trying to dissuade Ben. Shell-Shock pouted, upset he still was being refused what he wanted. Then, he had an idea.

He reverted back to Ben, and looked at the still green dial again, making the core pop up. "Hey, I don't even need to touch this thing." He closed his eyes, transforming by will.

It really felt amazing to be in control, have all that power all for him and no one to say otherwise.

The light faded out, and he found himself in armor. He wore a black armor similar to Sixsix's with white pads over it, though he didn't have his belt or any of the battling equipment the Sotoraggian possessed. His mask was black, with green lines making a hourglass shape on it, the Omnitrix in the middle of it.

"Sixsix, stay focused!" shouted Kraab. "We can't let the young master hurt himself."

But Sixsix wasn't listening, he didn't even budge as Ben's new form took one of his blasters away and started running around with it. He just stared at the kid, barely moving.

His partner took his arm and shook him several times to make him snap out of it.

"What are you doing?! He could get himself in trouble!" Sixsix growled back. "This is really not the time to think of your siblings! We got more important matters at hand!" More grunting. "Hey! That's not true, I was just taken aback by my species being inside the Omnitrix! You know it's almost impossible to find an intact member of my people nowadays!" Still arguing. "This is our employer's son, we can't get him to your little brother's birthday without getting in trouble either!"

They were interrupted by a purple blast coming between them. Ben was jumping around like an athlete and making backflips all over the place, shooting everything with the blaster gun he held, the noises he was making showed he was excited with having this new alien.

Sixsix made an affectionate grunt, remembering his siblings back home. He just had to show the young master's form to Eighteight and Sevenseven if they ever met again while he fulfilled his mission. A nudge from Kraab brought him back to reality.

They nodded at each other and, coming from each side, Kraab took a hold of the weapon Ben stole at the same time Sixsix grabbed the boy by his shoulders, picking him up above the ground.

Ben made several outraged noises as he was practically manhandled, trying to kick Sixsix and free himself from his grasp.

"I think it'd be better to stay put while we attempt to contact your father, young master. You aren't experienced with our forms yet, you could hurt yourself or someone else while running wild this way."

He could tell the boy was pouting behind the mask. Sixsix made a few grunts to Ben, attempting to soothe him down.

"I am not sure taking him to your species' drone assassination rite of passage would be of any help." Kraab said, receiving a glare from the Sotoraggian. Ben complained, wanting to keep practicing. "I am sorry, young master, but even I can't understand what you're saying."

_'This is just like the Mega Mutts, they can't understand me because I don't speak alien and can't speak human with this body. Wait, I saw videos of animals talking on the internet, and not one of those cheap clickbaits I keep finding. Can I really not talk like this?'_

Ben made gurgles and grunts trying to speak. The two men looked at him in confusion, until he sighed and pointed to the ground with a finger. With an apology, Sixsix put him down and bowed.

_'Now for a name... Hmm, how about...'_

"What is it that you're saying young master?" asked Kraab. "Um, Tenten? That does sound like a fitting name and a good choice for your Sotoraggian form. Um, what is he saying, Sixsix?"

Tenten jumped in place in impatience. Either he wouldn't use this form much, or he needed to learn how to speak alien. He started making signs.  _'First thing I do when I become a one-man army? Play charades.'_

"You? Saw? What, yourself? Oh, the name! You saw that name? In a book? A comedy spectacle? An opera!"

Tenten facepalmed, doing his best to make his gurgles sound like a word. Sixsix seemed to pick up on it. Though he seemed just as lost as his partner.

"What is an anime?"

Tenten stared at both men, reverting back to Ben.

"You guys really need to spend more time doing non-bodyguard stuff, I got a lot to show you and teach you about. Tenten is a girl from a show I watched, she's super agile and good at using weapons like Sixsix, and she's kinda cute.  _Don't mention the last part to anyone, I got a reputation to hold._ "

The Bounty Hunters were amused by Ben's slight blush on his face. He really was still a young child after all.

"Well, for the moment, it would be better to simply wait for your father Lord Vilgax to arrive. He will be delighted knowing all the power in the universe is now available to you."

"Yeah, yeah, I get it." Ben sighed. "Still sucks that I don't know what to turn into, beside those weird mushrooms that attacked me, or the Limax."

"The Limax are very vulnerable to water and cold, it would be unwise to use their form near these falls."

"You don't need to tell me, you know? I fought the Limax before and Niagara Falls are some of the most famous waterfalls in the world, not gonna risk it. At least Cannonbolt could make an amazing splash! Or I could swim down the falls as Ripjaws! Or I could-"

Ben's eyes widened. Of course! Why hadn't he thought of it sooner?! He focused on someone he knew, someone he had decided to trust and would follow unconditionally.

A silhouette appeared on the Omnitrix, one that he felt familiar with. He closed his eyes and pushed on the dial.

There was yet another flash of green, but Ben barely felt any difference. It was brief, but all he felt was his guts itching him a bit. He opened his eyes and looked at himself.

He didn't look taller, and he still saw his baggy jeans and black and white shirt. "Nothing changed? Really?"

He pouted. It was worth a shot at least. Maybe the Omnitrix couldn't take that form in or maybe it was glitching again, Ben had to ask his father when he'd see him again. He decided maybe a swim as Ripjaws would make him feel better, the water looked fresh and clean. He didn't notice how his guards were looking at him.

Deciding to get his mind off the recent failures, Ben brought his hand to the watch, still on his wrist, and turned the dial. With a green, sharp four-fingered hand and an arm that looked made out of tentacles.

"Woah!"

Ben looked at his hands more closely. His shirt was the same, but now his hands were green and wore black fingerless gloves, looking a lot similar to Vilgax's...

He looked under his cargo pants, pulling the fabric away from his legs. His sneakers had been replaced with plated shoes, fitting his feet who were shaped similarly to Four Arms'...

He decided he just couldn't keep looking at small details like that. He looked at the water nearby and went for a look. Sixsix and Kraab seemed wary, aware of what would happen if Ben stayed in the water too long. He however didn't plan to go for a swim yet.

He looked at the surface and finally saw himself. In his reflection, a young alien, resembling a squid, was looking back. He had bright green eyes, tentacles on his chin and small black lips, no device on his face whatsoever.

Ben's eyes widened. He... he did it... he was...

He became what his father was. He wasn't Vilgax's son only by title and claims, but also by looks. He wasn't a human anymore, and this wasn't like one of his alien forms.

Was this...

Was this who he really was underneath that human face?

* * *

"So, what do you think?" asked Max.

"These photos are good, but... even if he totally would've ruined them, I wish Ben was there to pose with us."

"Your cousin is gonna come back any moment now, Gwen."

"Are you sure?" she asked. "I hope he doesn't go too far or loses himself with all that alien stuff..."

**Notes for the Chapter:**

> SURPRISE!
> 
> Since we never got "meanie alien forms" beside the Anur aliens and allegedly Tetrax in OS, I decided to give Ben his guards' alien forms. When he's got aliens with him and Master Control is available, of course he's not gonna stay put and is absolutely gonna try become them.
> 
> Shell-Shock is something I came up with while watching MLB's S2 finale. It's a term that refers to the trauma of WWI, fitting how Kraab is a survivor of his species' war with the Pyronites and only came back of it with 5% of his body.
> 
> Tenten is an obvious one, but for the sake of comedy, I made Ben more of a weeb and an anime fan (as well as having an anime crush on Tenten from Naruto lol).
> 
> So, the Bounty Hunters actually do babysit Ben without him minding that much, Vilgax decides to teach his son's bully a lesson, and Gwen deals with more of her cousin and grandpa's family drama.
> 
> Let's see how things unravel now that they've started going forward...


	9. Picking up broken pieces

The abomination wasn't going anywhere, he made sure of that.

It had been a nightmare to put down that thing, but now it wouldn't be an annoyance anymore. To him, or Ben.

The hybrid heaved as the power he stole was taken away, using him as a way to fuel the DNA resources Vilgax was harvesting. He was in a daze, unaware of what was going on around him, where he was or that Vilgax had been glaring at him during the whole trip. He wasn't awake, he wasn't asleep, he was just... lost, out there.

His mind was a mess, he could hardly put two and two together. All he felt was bitterness, anger, humiliation. But he was too tired, too lost to make anything out of those feelings, to figure out why he felt like that, to even think about what he felt.

It would've been easier to just let it go, to just drop what was still holding him conscious and to fall asleep. He couldn't even remember what he was holding on to, what made him so vengeful, so determined to break out and destroy everything. But Kevin Levin wasn't like that.

Even in his state, he wouldn't drop it. He was responsible for his own misery, he carried all of those faults, and he'd recognize it for nothing, not even inner peace. He was dooming himself to suffering.

Vilgax observed as the tubes came out of Kevin's body, siphoning the energy from the Omnitrix he absorbed. This wasn't so bad after all, maybe his bioid army would not go to waste with this creature in his possession.

All he'd need was a device, the Omnitrix or something similar enough, to command the power he wanted properly. He didn't doubt Ben might be reluctant helping him with that, but he wasn't going to force his son to give up the Omnitrix, it was the last thing they needed at the moment.

The warlord would wait until he and his son met again to discuss the fate of the Omnitrix. Which would be very soon, considering Ben's guards requested to see him.

He was surprised Ben had wanted to see him so soon after their last meeting. Maybe his son had finally made up his mind about this planet... or maybe something happened to him and he needed his father's help. He doubted it was true, Ben was a very capable boy, and a resourceful warrior, so if it wasn't that, it must've been important. Or at least, important enough that he knew he couldn't rely on Max Tennyson for assistance.

What was that old man even doing to Ben? Whatever "honorable Plumber", "hero of Earth" he had been before, the way Ben so easily turned against Max and went to his side instead would make one think Max hadn't been treating the young human properly. Not that Vilgax was complaining about his son trusting him, but he wouldn't be too patient with Tennyson if Ben had suffered in his hands.

Especially considering Max Tennyson was responsible for all the pain he had been through all these years... Vilgax was itching for payback, getting even with the old bastard for what he had to go through. Only he knew what monster was hiding behind that innocent, seemingly kind and selfless face. He knew how well the Plumber could be deceptive, he had experienced it for a long time...

And soon enough, Ben would see it too.

* * *

"This is so wild!" said Ben, in a Nosedeenian form.

He had taken the time to talk about his past (mis)adventures with Sixsix and Kraab while waiting for his father to come back. Surely, it was a blast to learn the yellow Megawhatts inside Sparksville's giant rubber-band ball, who now lived inside a giant light bulb, were indeed aliens like Gwen assumed they were. And they had DNA, which meant... here comes Buzzshock!

It was still a bad idea to use electricity near water, but Ben still had his fun flying around the place at the speed of light (or rather, electricity).

Since he didn't know other species beside the Limax and the weird alien mushrooms from Camp Opinicon, he couldn't turn into other stuff since he didn't know other aliens. They told him that, since the Omnitrix was meant for an adult, it was expected the wearer already knew plenty alien species to turn into. And since Ben was a kid and lacked experience as well as knowledge, all he could do was turn into stuff he already saw before.

It was a bit upsetting for the boy to still have limits when he got  _Master Control_  over the watch, which made him even more excited to see Vilgax again. He couldn't wait for the man to show him what other stuff he could be, what secrets lied within the Omnitrix, what else he could do now that he had total control and how he could use it to be a better hero.

And most of all, he wanted to see his dad's face when he'd show him his Chimeran form.

There was however something confusing. Ben could turn into any alien form and back to his human self by will, but not his Chimeran form, and vice versa. He could go alien by simply thinking it, but if he was human, he had to hit the Omnitrix's dial to become an alien. Likewise, he could switch aliens as a Chimeran, but he had to hit the dial to go human.

He wondered why the Omnitrix still looked like a watch on his wrist in that form. Maybe it had something to do with being Vilgax's son, which reminded Ben of another thing that had been bothering him for a while, and that his guards couldn't answer: why was he human?

How come Vilgax, a squid alien man, had someone that looked perfectly human as a son? Did he turn human after leaving Vilgaxia? Was he a mutant? Was his mother, his biological mother, a human? It was unlikely, considering he was told by numerous people that Vilgax hated humans with a passion, though nobody told him why. Probably Max's fault, but from what he was told, they've been at it before he was even born.

It was so weird knowing this new body was not only his, but also something he could've possibly had, instead of being human. When he switched between being human and a Chimera Sui Generis (that was a mouthful), unlike with his other aliens where he felt some form of stretch, he barely felt a difference, it was all natural to him. Being a Chimeran was a second nature for him.

He did feel different when practicing his moves however. He couldn't make his arms bigger (apparently, Vilgax's robotic enhancements were the cause of that, it wasn't a power he naturally had), but he could jump at great heights, land on his feet with no damage whatsoever, hang onto a surface with his claws, and when trying to give a few punches and kicks, while it wasn't all that different from his human form, his moves were quicker and a bit stronger.

If Vilgax showed him how to be as strong as him, Ben felt he would be capable of stopping any threat, protecting everyone from any bad guy who dared trying to fight him.

He also noticed something else that made this form different from others. Aside from the fact that he still looked like a kid, only a bit taller, his alien birthmark was still present, something that his other alien forms didn't have, he checked.

He was a bit bummed he couldn't go take a swim, now that the water seemed a lot more appealing. Chimerans had another form they called their "true form", a giant squid form that could breathe under water and had an enormous level of strength, but it could only be accessed through some types of water, one of which was abundant on Earth and covered about 70% of it. In other words, unless Kraab and Sixsix could find a boat big and solid enough to fish him after he became bigger, he shouldn't make things difficult for them and should stay on land.

As he went down to lay on the grass, reverting into his Chimeran form, he wondered what he'd do after today. He needed to follow Gwen and Max again, and he didn't want to confront either about his argument with Max. There was no way they'd let him come back without an apology or without making things even more difficult between the three of them, he had to hear them lecturing him, put restrictions on the Omnitrix, not letting him get dessert or another way to punish him for his behavior.

He frowned at the thought of having them boss him around. He was a more experienced, more powerful and better hero now, yet they still treated him like he was the same helpless kid he was at the beginning of summer. He almost wanted to go see them now, show them what kind of hero he became...

But he knew that would only cause trouble for him, for Vilgax, for Sixsix and Kraab, and for them. It annoyed him that he was being denied all this fun, all this power just because he was a kid, because they didn't see him as more than just... Ben. He changed over the summer, it was about time they understood that.

He blinked as he heard a familiar noise. It sounded like a reaction engine, one that belonged to a spaceship Ben now knew well. Turning around to look at the field behind him, he grinned as he recognized the Chimerian Hammer, seeing it land on the green grass below.

He couldn't wait to show Vilgax what he could do! The man would be so delighted to see all the possibilities opened to Ben, to them both.

"Your father Lord Vilgax has arrived, young Master." said Kraab.

"Yeah. He's gonna be so glad to see me like this!" Ben giggled, jumping in place. "But wait, guys. I got an idea..."

Both Bounty Hunters got closer to hear what Ben had in mind this time. This kid surely wasn't anything they were used to.

* * *

The place Ben had chosen for the meeting point was appealing compared to most Earthly views, Vilgax had to admit.

The waterfalls seemed inviting, and the waters looked clean, unlike what most of this planet's population did with its water. It wasn't as clean and beautiful as the ones on Vilgaxia, but it was still something.

Had it not been for his injuries to heal and for his inability to swim on this planet without changing to his true form, he would've gladly took his son to the water. Things would be so much easier if he could spend time with Ben without having to worry about the Plumbers meddling, but this was Ben's choice to make.

His ship was now parked on land, he let the hatch open, allowing his son and his guards to enter. Their message had been sudden and unexpected, this was the first time they were the ones contacting him. All he was told was that he needed to come to Earth as soon as possible. If the two hunters he hired failed to protect Ben...

Where was Ben?

" _Where is my son?_ " he hissed.

Sixsix and Kraab were standing next to each other, looking slightly nervous from their postures.

"Well?"

There was a green flash behind them, and they stepped aside, revealing XLR8, an eager grin on the blue alien's face.

"Surprise!" said the young alien.

"There you are." said Vilgax, his features and voice softening.

XLR8 ran up to Vilgax, running around him in circle. The warlord was amused his son had that much energy and excitement to see him again, he hadn't had the occasion to see Ben act his age much since... since he lost him.

"I got something to show you!" said XLR8, stopping in front of his father.

Vilgax raised a brow. Did Ben find a new feature within the Omnitrix? This child was full of surprises.

"Wait for it..." said XLR8. There was another flash of green, and Ben was gone.

"Ben? Benjamin, where are you?" said Vilgax. There was slight worry in his voice, he didn't know what Ben meant to do.

He felt something close to his face and saw a blur. He was about to swat it away, until he saw a Galvan on his respirator. "Right here!"

The Galvan jumped, and the Omnitrix on his back glowed green, before he turned into a Lepidopterran, a form Vilgax recognized well.

"Tada!" said Stinkfly, flying above.

"You, you..."

"I got Master Control!" he proudly declared, landing back on his feet as Wildmutt and transforming into Buzzshock. "I also got me some new guys!" he switched to Tenten and Shell-Shock in a flash. "Whaddya say?" If Vilgax's mouth was visible, he would've given Ben the proudest smile he could manage.

"Congratulations, Ben. You did it." The Bounty Hunters tilted their head at the amount of emotion their employer,  _Vilgax_ , was showing. "You've progressed far beyond all my expectations. You have full control over the Omnitrix, you know the right thing to do whenever I see you in action, you managed in only a few months something I could never do in years. Ben, I'm... I'm proud of you."

The young alien was obviously embarrassed by the compliment, scratching the back of his hard-shelled head, but he stopped Vilgax from getting closer and initiating a hug, leaving his father confused.

"Wait." he said. "I, I got another thing to show you. But, don't freak out, okay?"

Vilgax stared at Ben. He had  _another_  surprise for him? And Vilgax thought he was the one who would surprise his son with his latest capture...

Shell-Shock closed his eyes, and there was another flash of green. Vilgax saw Ben's silhouette get smaller, shorter. His human clothing was forming, but there was something unusual. Ben didn't look like he was changing to his human form, but the Omnitrix was putting itself on his wrist again while transforming. His head shape was different, he only had four fingers, his skin was becoming green...

Then Vilgax saw.

When the light faded, a young Chimera Sui Generis, with the same pure green eyes he swore to protect, was there, looking at him with a flustered look.

Ben wasn't sure he thought this through well. Would Vilgax like this form? Would he be happy to see him as a Chimeran too? Or would he be disappointed that Ben didn't look as impressive as his other forms? Vilgax showed interest mostly in his powers and achievements this far, would he accept this new alien?

Vilgax was silent. He hadn't expected this, he didn't think he would ever see Ben, his son, his human son, as one of his own. This was unprecedented for him, he never thought he'd see this happening with everything that surrounded Benjamin's birth.

So, without a second thought, he opened his arms wide.

"Come to me, little one."

Ben jumped in his father's arms, pressing himself against his chest. The man laughed with him, and for the first time in a decade, Vilgax's voice was devoid of anger, spite or frustration.

For the first time in his life, he felt his son was giving him all his trust, and he would end the world if it meant keeping it. He patted the boy's head, holding him close in an embrace.

* * *

Gwen took the bowls from the table, charged with doing the dishes.

Normally, it was Ben's turn, but he left after his latest burnout. He should hurry up and come back if he didn't want Max to worry. Or maybe that was his goal, she didn't know what Ben was thinking at the moment.

Sometimes, she wondered what was going on inside that kid's head. First, he's unmanageable, then he becomes easy to scare, then he becomes affectionate with her as if he didn't hate her, then when he returns to being a walking snot machine, suddenly he isn't as laid-back as he used to be.

She almost couldn't recognize her cousin when he was like that. He obviously had a bad experience with whatever Vilgax did to torture him, but Vilgax was dead as he said, and Ben was now blaming their grandpa for it.

She heard of anger management, unhealthy coping mechanisms and other psychological junk, but if that was what Ben had, either he needed help or a snap back to reality. Either way, he and Max needed to talk.

They couldn't solve this Tennyson family problem by staying mad at each other forever. Max was sitting at the table, looking focused on something, probably his past.

She knew she couldn't force him or Ben to fix everything, but it felt so bad to be... useless, left out in this situation. Normally, she'd stick with Ben to get him out of trouble and reason with him, but he left. It annoyed her that she depended on him coming back, but she had no other choice.

Right now, she was the only one neither Max or Ben were passing their feelings at, too busy arguing with each other instead. When summer would end, she wasn't sure what going home would feel like anymore.

"Grandpa, Ben left his pudding and his snot bowl."

"Hm?" Max looked up. "Oh. Leave him some leftovers, it's almost lunchtime."

"Okay." she sighed.

Then, she had an idea.

Ben was too ahead of himself lately, he needed guidance. But if he didn't want it, then he needed to relax. So what's better to relax than a little prank?

"You know what? I'll leave him my pudding, I feel he deserves it more than me."

"Hm? That's... nice of you."

She rolled her eyes at his passive tone, it felt like he was forcing himself to talk. They were in for a long day, especially with the way Ben left.

The way Ben left, it almost felt like he didn't want to come back, and wouldn't.

* * *

The hybrid felt no change coming by, only anger resurfacing, before briefly fading away again.

He hadn't noticed the warlord leaving, he hadn't noticed him coming back. He hadn't noticed his mocking, he hadn't noticed the silence. He perceived nothing.

He hadn't noticed the ship landed, he hadn't noticed there was someone else. He hadn't noticed he was being looked at, and he didn't realize Ben was there. Not that either's state made him recognizable.

"...Kevin..."

Ben looked in confusion at the amalgamated being held prisoner before him.

"How did you find him? I thought he was inside a wrestling ship in pieces." asked Ben.

"He contacted me. I was looking for him, he was also looking for me. He thought for one second I would be willing to harm you. Clearly he doesn't know who you are, though it is for the best."

"Wow... What is he doing like this?"

"Since his body has fully merged with the Omnitrix's energy, he became what that device was meant to be: an infinite resource of energy and powers from species across the galaxy."

Ben looked in disbelief. This... this was Kevin's fate?

The mutant that had caused him that much problems, that tried to hurt him and his family... this was how he ended.

"You actually caught him... You know, I wasn't sure if the cops could handle him. Hex had Charmcaster to help him, Animo got a lot of animal mutants to help him escape from prison, but Kevin is a walking tank of power, my powers. I don't know how I could get rid of him without you."

"Are you okay, Ben? You look troubled."

"Sorry..." he apologized. "I got a lot of stuff going on all at the same time today, I didn't think Kevin finally being stopped would be one of them. But... thank you."

The boy smiled, though his father knew there was something wrong. Ben didn't look entirely relieved, like something was still bothering him.

"Hey, uh, could you go back with Sixsix and Kraab for a sec? I, I need to rethink about this whole thing."

Vilgax hummed, uncertain Ben would be okay. He didn't question Ben's decision however. "Hmm, very well. Are you sure you'll find a way back on your own?"

Ben pouted. "I can come back without your help, thanks."  _'I know this thing is huge, but I don't need help or a map to know where to go.'_

With a chuckle, Vilgax left his son alone, letting him muse in peace.

Ben made sure he was gone before getting closer. Kevin was completely out of it, he didn't budge when they came in.

He looked at the hybrid, feeling slight guilt for his current state.  _'Come on. Kevin had it coming, he was the one who started it.'_  He told himself.

The alien abomination was so unnaturally calm, even if he breathed with something akin to a gnarl. Kevin was now used as a battery for Vilgax's plan. This wouldn't have happened if Kevin listened.

This wouldn't have happened if Kevin didn't get mad at him.

This wouldn't have happened if Kevin didn't absorb energy from the watch.

This wouldn't have happened if Kevin didn't reject his friendship.

This wouldn't have happened if Kevin didn't want to take the watch.

This wouldn't have happened if Vilgax had taken the watch beforehand.

"Kevin, I..."

This wouldn't have happened if...

This would've never happened if Ben didn't cause trouble with the Omnitrix.

This would've never happened if Ben didn't humiliate him.

This would've never happened if Ben managed to reform him.

This would've never happened if Ben didn't fail.

"I'm sorry, Kevin." he finally said.

He looked sadly at the mutant's blank expression, putting his left hand on the teen's chest.

"I never wanted this. You were asking for it, but this is my fault. I really wanted us to be friends, I really thought we would've worked well together. I'm sorry you had to become a freak because of me."

The mutant didn't show any sign of change, not interrupting what Ben had to get off his chest.

"Your powers were already cool, I thought we could be a duo of heroes, teaming up and combining what we got to be invincible. I'm sorry I made things more complicated, I know what it's like to have everyone see you as a freak. If I could, I'd do everything in my power to fix you up." he said, clutching Kevin's chest with his clawed hand.

He however didn't notice the green sparks coming out of the Omnitrix and getting to Kevin's body, too busy looking down to see what he was doing.

"Right now, both of our lives got way more complicated than ever. I'm sorry things have to be this way, I'm sorry." he repeated.

He brought his palm to his face, feeling a headache from all the emotions he went through recently. Maybe Vilgax had aspirin or something to calm it down.

He silently left the room, not realizing Kevin behind him was slowly shrinking.

Wildmutt's arms retracted into his body, Heatblast and Diamondhead's arms were losing their toughness, becoming softer and showing a pale skin as the volcanic rock and diamond disintegrated. XLR8's tail and Stinkfly's wings retracted, as well as Ripjaws' teeth and lure.

Soon enough, Kevin's body had shrunk back into the size of a normal 11 years old kid. His eyes were back to normal, his muscles lacked the markings he had from the alien skin, he had no trace of harm anywhere despite the beat-down he got. And while his cargo pants were torn a few minutes ago, it seemed his clothing had been fixed too, as if his mutation didn't affect his original form the slightest.

The young boy fell down on the ground, his normal body too small for the tubes to still pierce through his skin and hold him captive. He laid down on the arena's floor, still staring into the abyss.

It took several minutes for his mind to finally start putting pieces together, even if it hurt. He found himself gasping for air and, for the first time since he was caught, Kevin was jolted back into the real world.

He woke up, his eyes open wide, staring at everything around him.

"Wha... what's going on? What happened to me? Where am I?" he asked himself in panic.

He looked around. This room... Vilgax lured him in and he kidnapped him... Then he lost against Vilgax...

Then what?

As he tried to remember, he felt a splitting headache. He couldn't recall what happened. He felt like he was knocked out, but he wasn't sure, it also felt like he had been awake for a long time, and he couldn't remember what happened a few minutes ago, everything was a blur.

"I... I need to get out of here!"

As he tried to run, he paused.

He looked at himself. His body... he was normal. He wasn't a mutant alien freak anymore, he was back to his old self.

How?

It hurt him even more to think about it. He tried to summon the small alien's brain power and XLR8's speed, but nothing came. When he tried to reproduce Heatblast's flames, the only thing that came out of his hands... were blue energy sparks. His powers were back to normal, he was back to who he was before... before he met Ben Tennyson.

"How did this happen? Did Tennyson do this? Or did that squidface steal my powers?"

Whatever it was, he didn't feel safe to keep pondering there. He needed to get out of here,  _now_.

* * *

**Notes for the Chapter:**

> Next chappie, coming right up!


	10. Back with an apology

"And what alien is that?" asked Ben, on his father's lap.

"That's a Revonnahgander, a feline species. They aren't much different from humans, if only more agile, stronger on their feet, and some of them have knowledge in martial arts."

"You already said that for Ripjaws." huffed Ben, unimpressed. "Do all aliens know kung fu?"

"As far as I can recall, that fighting style was a craze among Earthlings in the past. Is it still nowadays?"

"Meh, not really. It's still cool when you're a guy who watches Jackie Chan and Bruce Lee's kinda movies, but when you got something like the Omnitrix like me, I find it's pretty cheap."

Vilgax chuckled. He was enjoying Ben's attitude, the boy's pride reminded him so much of himself back when he severed his ties with Maxwell Tennyson and allowed himself to discover the wonders being free had. Ben would make a great heir, and a powerful ruler when the time comes.

"What about this one?" Ben pointed to the multi-eyed, multi-legged monkey hologram Vilgax's projector showed among many other species.

"That's an Arachnichimp. They have a lot of strength, especially in their arms and feet. They can produce strong spider webs from their tail, a strong appendage that is as hard as steel. They can latch onto any surface with their sticky fur and are specialized in close combat."

"Wow! I'm gonna call that one... Spidermonkey!"

"You really like giving your different forms names, don't you?"

"Hey, if I'm gonna be a hero, I'm not gonna stay bland and lame, I need some names for my super cool powers."

"So you wish to be a hero..." Vilgax hummed. "Be careful about who you trust, Ben. As I said before, some people can take profit of your good intentions for their own gain. You wouldn't believe it if I told you how many times someone has tried to fool me, manipulate me."

"If you're an alien king, of course they're gonna target you." said Ben. "They know who the best player on the ground is, they're gonna try to block you the best they can. But thanks for the advice." he smiled. "Okay, time to test out new aliens!"

He got up from Vilgax's lap and went at the center of the main room, preparing himself to transform.

"Okay, let's start with... Spitter!"

He thought as hard as he could about the slimy alien. Ben closed his eyes, readying himself for the transformation. It never came.

"Huh? Nothing happened."

Vilgax raised a brow. Ben was supposed to turn into a Spheroid (if that was the name he chose for that species).

"Okay, let's try with Swampfire then?"

Ben focused on the fiery plant alien, but he was still in his Chimeran form.

Something was wrong.

"Wildmutt? Heatblast? Grey Matter? What's going on? Why can't I go hero the way I want?" Ben asked, staring at the Omnitrix on his green wrist.

"Wait a moment, Ben. This isn't right, the Master Control should still be functioning. Give me your hand." said Vilgax.

Ben held his hand out in confusion, allowing Vilgax to put his claws on the watch and start turning the dial. This time, there was no green energy released, Vilgax wasn't shocked like the first time he touched the watch. Ben didn't know what Vilgax had in mind, but considering his frown, there was a problem.

"The Master Control has been deactivated."

"What?! How?!"

"I have no knowledge of it, it seems something happened while you were using it. Did you do something with it while you were with that mutant earlier?" asked Vilgax.

"No? I didn't mess for the Omnitrix for once, I just..." Ben wondered if Kevin was responsible. "Wait, I touched Kevin while I was in there, think it messed with the watch?"

"Hmm, this might be it. The energy from the Omnitrix might've clashed with his mutant state and overload the system, resetting it without you noticing."

"So I can't use my new aliens anymore?" asked the young alien worriedly.

"Of course you can." reassured Vilgax, brushing the boy's tentacled head. "The Omnitrix keeps track of your transformations. For every form you've used, they're listed as unlocked by the Omnitrix's database. Even if you lose Master Control, those forms you've gained are still there."

"Phew!" sighed Ben. "Man, it still stinks I lost it! I thought I could help you with my powers, do cool stuff with you." he pouted. "Now I'm back to being plain old me. Or not." he looked at his green clawed hands. "Can I ask you something?"

"Sure, go ahead."

"Why am I human?"

A huge silence installed itself in the room. Sixsix and Kraab were at the entrance, still silent but listening closely while they guarded the door. This was a question they have been asking themselves too: why did Vilgax the Conqueror have a human son? As far as they knew, he wasn't adopted. Adopted by humans, yes, but it was hard to imagine Vilgax of all people want to raise a child that wasn't his as his own, a human at that (even if lately, a lot of things surprised them).

Vilgax crossed his hands, going deep in thought. He knew this question would come sooner or later when Ben was born, it would be hard to explain to his son the reason of their difference. Especially since Max Tennyson had taken him away. The truth could break him. Not for long, of course, but Ben wouldn't talk to his human family ever again and they'd suspect something, or mistreat him.

It would've been so much easier if Ben didn't grow apart from him, things were more complicated than he expected. Now he couldn't talk to Ben about it without making things worse. Like Max.

It angered him to know he and the Plumber were in the same situation. He knew he wasn't the most purehearted being in the Galaxy, but it didn't mean he had to share a misery with the old man, especially since he didn't want Ben mad at him either.

No, he wouldn't tell Ben, but unlike Max, he wouldn't hide everything from him either. Just what he needed to know.

"The reason you were born human... is partially my fault."

"Huh?"

"I... I wasn't the same man I used to be before we had you. I changed, I went through many dangers and perils, but one of my... mistakes affected me greatly, and... it also affected your mother."

Ben listened, his eyes wide.

"She was affected by the same curse I've had, and it affected you too, while she was still carrying you. The fact you're still here today, you're still alive, is to me one of the biggest miracles I've ever witnessed. As a result, you were born human, even if your mother was a Chimeran like me, like us both now."

"What was my mom like?" Ben asked.

"She was a peaceful and warm woman. She always wanted to make sure those she knew were at ease, even if she often got into trouble for it. She wouldn't listen when told otherwise, and she could be feisty at times, unpredictable. She was the brightest woman I've ever known."

He sounded lost in memory, nostalgic. Ben hadn't seen this side of him yet, despite the many times Vilgax showed himself to be a sensitive being underneath that creepy cool armor.

"She wouldn't and didn't let me down, or let me lose faith. We often squabbled about what the other was doing in our early years, before we decided to take a step forward and committed our hearts to each other."

Ben felt this was going into the kissy story category when he said that. Vilgax talking about a lost love wasn't something you'd expect to ever hear. This was certainly something, and he wasn't sure that many people got to see that.

"I lived through, but..." he looked away for a few seconds. He wasn't going to talk about that yet. "Your mother couldn't survive while you did. She was able to live for almost half a year after your birth, but then..."

Ben knew he should stop asking at this point, Vilgax was obviously regretful with how things turned out. But he needed to know.

"Please tell me, what's the story behind my mom's death? What happened back then?"

"Ben, I... I can't tell you."

Ben frowned. Was he ever getting an answer?

"Why not? Why can't you tell me?"

"I... I don't want you to be hurt, I don't want to harm you by telling you."

 _'But you're hurting by hiding it from me!'_  He thought. "I'm not a weakling, I'm stronger now. Why do you think telling me the truth would hurt?"

"Because that's precisely what happened when I found you again."

Ben blinked. "What do you mean?"

"When we met and I revealed to you what you were denied for all your life, you looked about to collapse, and I felt responsible for that." he sighed. "I know Tennyson is the one to blame, but you looked broken when I told you the truth. I can't tell you yet, I don't want to cause you harm when I know I will."

"But you... but I..."

Vilgax was right, Ben felt like his entire world fell apart when he discovered he wasn't a normal kid. He was so mad at Max and kept it down, and mad at everyone for just lying. He stopped seeing the good side of things, he kept thinking everything was awful, everything was a lie, even when it wasn't the case.

He even made up with Gwen when he realized she never had any involvement in any of this. Seeing the truth did help him change, but... he didn't take it well, he was weak when he learned.

He wasn't told, because he wasn't ready.

Was... was Max right in keeping the truth from him?

No, he wasn't gonna give his grandpa that pleasure. Even when Vilgax came, Max kept lying. At least Vilgax did his best to talk to him instead of pretending nothing happened. But...

He had been unfair with Max. The old man probably thought the same as Vilgax, if he cared. But they uncovered his past, lying wasn't necessary anymore, Ben already knew a lot. He could give Max time, but he didn't like that Max had no faith, no trust in him enough to let him know.

Ben looked down as he realized what he was the most mad at. It wasn't simply his past being a lie, Max being responsible for it or him never talking. It was that he was at the center of this whole mess, and he couldn't do a thing about it. His Grandpa was still silent, his dad barely got to be with him, his cousin had no clue what was going on, and he felt like everything was falling apart.

The Omnitrix, the Plumbers, Vilgax, the aliens... All of this was dawning on him, and all he did was losing it. No matter what, he kept getting angry, impatient at every turn, he was more acting like a child than ever.

He wasn't making progress by acting angry, he was just being a sad alien kid.

"What I don't know, won't hurt me." he sighed.

He needed time. For Max, for Vilgax, and for himself. Staying mad forever wasn't going to lead him anywhere, even if Vilgax looked like the kind of guy who'd tell you otherwise. But he wasn't going to wait forever either.

"Can you tell me someday? Please?"

"I, I will try." said Vilgax, bringing Ben closer to him again. "I am sorry you're being denied the answers you seek, my son."

"It's fine, not gonna judge. Just, don't stall forever, okay?"

"You have my word."

Ben snorted slightly at how solemn his father was. Looks like he needed a family vacation too, lay off all that conquering stuff and start relaxing. Speaking of which, he had to see Max again...

Red lights started blaring, ending the embrace abruptly. Both Chimerans switched to a serious expression, as Vilgax went back to the control panel, inputting commands. A display of the ship materialized, showing a red dot in a specific location.

"I knew Kevin would try something!"

"Wait an instant, Ben."

Suddenly, a small screen appeared, showing the young mutant blasting drones, using energy he absorbed. From said drones, using his hands.

His human hands.

"Hey! He's normal again?! What's going on?"

"He might have been drained from all the Omnitrix's energy, or maybe this is only temporary. He's trying to escape!"

"Well, not on our watch!" grinned Ben, palming his fist eagerly. "Come on, let's show him!"

Vilgax's look seemed to match his cunningness. They were having their first mission together, this was going to be fun.

"You two, stay there and guard the door in case he tries to get here!" ordered Vilgax. "Me and Ben will deal with this pest by ourselves."

"Yeah!"

The two Bounty Hunters nodded, and awaited for their master and liege to leave the scene.

It was silent again in the room. They had kept quiet during the entire exchange, and closely paid attention to the details. This whole story sounded like a really unusual soap opera, not that they could complain.

They were the protectors of Vilgaxia's legitimate heir, worked under the most feared being in the Galaxy and encountered more threats in a few weeks than they did in a long time. They had to admit, if this was Tetrax's original task, this wasn't as easy as they'd think it'd be, but this was certainly more entertaining than what they've had before accepting this mission.

To think their original task was to take away the Omnitrix from the boy, risking to kill him in the process... They might not have survived had they succeeded, as soon as Vilgax would've known who was bound to it. Now they had to defend him from harm.

They had to give Ben credit, he was good at fending himself for a kid, especially since he was still a novice using the strongest weapon in the entire galaxy. And the way things were going, he was on his way to become a fearsome leader like his father... even if he did seem less cruel and more benign and lenient than Vilgax.

He didn't throw a major tantrum or treat them like slaves yet (although he did ask them to help do his chores in that vehicle he lives in with the Plumber and the girl), unlike the Incursean princess Sixsix's older brother had to work for recently (probably planning another of those "stealing the throne" plans, a tradition among those treacherous frogs), he was a good kid.

...which was a weird thing to say about someone related Vilgax.

He still had a lot to learn, and considering he wanted to fight with them rather than stay back, he could become a fierce warrior someday. He already took them down before, he could do it again had they not been on his side and under his service...

"Hey."

Sixsix turned to his partner.

"Remember the bounty someone put on Vilgax's head recently when they found out he was still alive?"

The Sotoraggian grunted in response, shaking his head.

"Yeah. Even if we could do it, I don't feel like breaking the kid's heart either."

* * *

"Great." Ben scowled, looking at the several holes in the ship's walls. "He got away."

"For a human weakling, he's fast."

"Didn't you know? On Earth, kids are the fastest creatures alive." joked Ben while his father was inspecting the damage.

"I wouldn't know. On Vilgaxia, young Chimerans are peaceful and docile, only getting more active during water activities."

"Was I different compared to other kids?"

Vilgax turned to him. "Well, as a baby, you certainly were full of energy both in water and on land, I can't say I've ever seen that much liveliness coming from others."

Ben snickered. He wondered how things were back when he lived with his dad, before he was taken away. They probably lived in one of those fancy castles with gold toilets and butlers all looking the same (though considering this was aliens he was thinking of, clones of the same guy weren't that out of the question).

"Ben, you better come take a look at this." he beckoned, observing a drone's destroyed remains.

"Hm?" Ben approached the machine, kneeling down to inspect the circuits' leftovers. "Wow, he went hard on this one. Poor little guy... hey, why is that claw all weird?"

The drone's metal claw was all twisted, probably Kevin's doing. But there was something unusual on it. There were colored spots that looked a lot similar to the Chimerian Hammer's walls, possessing the same texture and color. The drone was badly beaten up, but this was different from the usual damage.

Upon closer inspection, it wasn't rubble over the robot. And if it was, it was stuck to it like glue. As if the walls' bits had merged with the drone...

"Did Kevin give your robots a paint job? I'm not sure the eyes are supposed to be covered, it's like he took the thing next to him and punched your drone to death with it."

Vilgax hummed, taking a closer look. The iron looked like it melted into the material over it, both pieces had merged, and it almost looked like there was a hand print. The way the iron was crumbled, it was as if someone had clutched it before turning it into an amalgamated mess of matter.

Amalgamated...

"That youngling doesn't just absorb energy."

"Huh?" Ben looked up.

"He was able to absorb your powers and some of my enhancements' raw power, but it seems he can also absorb matter and replicate it, much like how he did with some of your less... organic forms."

"Wait, Kevin can use other stuff? Oh man! Does that mean we got an alien slash mutant slash robot hybrid freak loose?" Ben sighed.

"No. Like I said, he must've run out of energy to use." Vilgax explained. "He would've used the Ectonurite's powers to escape discreetly instead, rather than simply causing havoc and think he'd get away with it. Though I must admit, I'm surprised he lasted this long if all it took was my ship to drain him."

"Kevin doesn't really do sneaky or silent, he's more of the 'smash everything because I'm mad' type. If he ever thought of using Ectonurite powers to escape while he was a freak, he wouldn't-"

Ben paused.

Ectonurite? Escape? Freak?

Ectonurite. Freak. Escape.

Ghost. Freak. Escape.

Ghostfreak escaped.

"Ghostfreak is gone!"

Vilgax looked up in confusion. What was his son talking about?

"What do you mean, Benjamin?"

"Ghostfreak, he's my Ectonurite form. I used him first time you took me there after I fought Phil." Ben recalled. "Turns out, he was hiding inside the watch because his DNA was still sentient or something about his species. He tried to possess me to become whole again and take over the world, but now all that's left of him is a pile of dust."

Vilgax frowned. "An Ectonurite that infiltrated your Omnitrix to control it? I must admit, that's an elaborate and risky plan, it's a wonder he even managed to reach the insides of the Omnitrix. He must've passed as a DNA sample to do such a plan. Did he... did he hurt you?" he asked with concern.

"He tried. He used Gwen to bargain for the Omnitrix. I didn't have a choice, so I let him get close. When he was about to possess me, the Omnitrix turned me into Grey Matter and I was able to escape. Then, I lured him somewhere away from Grandpa and Gwen. Kraab used his weird goo to turn him visible and Sixsix neutralized him. I reprogrammed the Sun Gun that Grandpa used with Grey Matter's genius to boost its power and turn Ghostfreak to ash."

There was a mischievous expression on his face as he smiled devilishly. He had fun showing that alien who was the boss around, and who was the one to control him while he was captive of the Omnitrix. He couldn't help himself anymore, it felt so nice teaching bad guys a lesson that way, no matter how severe and vicious his moves became.

"He did kinda take over me when he was still in the Omnitrix. I turned into him when some goons attacked, and we gave them a good kicking in the butt. Not sure if it was all him or if I didn't take part in it, it was kinda fun."

"I'm relieved that fiend didn't live long enough to see who he'd deal with if he succeeded, even if he could've been useful to uncover the rest of the Omnitrix's secrets." said Vilgax. "Ectonurite consciousnesses exist within every single strand of their DNA, all he'd need would be a simple remaining strand to be recreated from scratch. Where did you leave his remains?"

"Probably in a school dumpster or in a garbage pile, don't know if there was a janitor where he died. It looked like child labor in that school, they were studying even during summer!"

Vilgax would've probably given Ben a knowing smile if his mouth was visible. He remembered disliking the extra classes at the Academy when he didn't perform well enough, it was exhausting to study, practice his fighting and hear the complaints of his superiors and coaches. Now that he was king, he could take a vacation whenever he wished. Well, after maintaining his kingdom's peace and safety, he wasn't a slacker either.

For now, he had a child to take care of.

"Wait, is Kevin gonna turn into him or something?"

"His absorption powers are remarkable, but the data I gathered from his DNA samples showed no presence of any anomaly. He may have used those powers, but he hasn't succumbed to their owner, so you don't have to worry. Speaking of which, this means you don't have the Ectonurite sample available if this Ghostfreak left, right?"

"Yeah." Ben said, looking at the dial of the Omnitrix. "I can't find him anymore, not sure I want to. He always made me feel like I was someone else, instead of me. It freaked me out, I never get that feeling with my other aliens."

"His consciousness was probably lying in there. But now that we've got a safe sample, I can backup your transformations."

Ben's eyes widened. "Really?! Wow, if I lose an alien, I can always count on you to help then. Thanks!" he said, hugging his father tightly.

"You're welcome." said Vilgax, patting his back. "If you do not mind, I also need to check your Chimeran body, to make sure you didn't catch anything."

"Uhhh, no need for that!" nervously said Ben, remembering the utter torture he lived through last time. "I mean, look at me, I'm all strong, healthy and doing well! Not gonna catch any germs or something like that, haha!"

"I wouldn't be so sure, I caught a cold during one of my first visits on this planet, it would not be wise to risk it."

"No needles?" Ben gulped.

"No needles." chuckled the man, as he heard Ben muttering a 'phew' while following him into the ship's corridors.

* * *

Max packed his bag, getting a flashlight ready, a rope, water and some mixtures he made from his world famous recipes, just in case Ben got hurt, bit by a snake or some other form of poisoning.

"Are you sure you're not overdoing it?" asked Gwen.

"Ben still hasn't come back with us. He might've gotten lost or got himself in trouble, I need to look for him."

"He has Master Control now, Grandpa. If he did get himself stuck, he'd probably use an alien to get a better brain and figure it out for himself."

"I know, I just... I'm scared." he admitted, much to Gwen's surprise.

"Scared of what? Scared of Ben, or for Ben?"

"I'm scared of what's going to happen when Ben comes back. He's mad at me, he left us angry. I'm not sure he'll enjoy going on this road-trip with us anymore, and it's because of me. There's no way to be sure he'll accept talking when-"

"Hey."

Both Tennysons turned around to see Ben, simply standing there on his own. He looked tired, not that they didn't all go through a lot of stuff today.

"Ben..."

"There you are, doofus!" scolded Gwen. "Grandpa was starting to get worried! Where were you at?"

"I just... I took a walk, tried to think about some stuff. Kevin came back."

"Huh?!"

Both Gwen and Max were shocked to hear about that kid again. Didn't Ben leave him on a wrestling spaceship away from Earth?

"He tried to beat me up again, but I knocked him so hard he didn't see what was coming!" he lied. "But... he touched the watch again and I lost Master Control."

"Oh."

"Yeah... By the way, Grandpa, I'm sorry."

"W... What?" said Max.

"I know I shouldn't have left you guys behind. I was so mad at you, I didn't realize I was hurting. It's my fault if I lost Master Control, I was playing around too much. If I took a step back and listened to you, I would've been more careful. I'm sorry, Grandpa."

"Ben, no, I'm..."

Gwen smiled. They were actually talking, this was happening.

"Ben, I'm the one who should've told you sooner. If anyone's responsible for something, it's me. I was too scared to say I made errors, I wanted you kids to trust me on this. I never should've lied, it's just... I-"

"You were doing your best to protect us, I know that. I also know you have something else to say, that you've been hiding from us for a while, you really know a lot of stuff we don't, down right to what our parents know and don't know." Max felt startled. Ben really wasn't fooled by any of this. "I was too impatient, I didn't give you a chance and that got me nowhere. I'm sorry I kept being angry with you even when you didn't deserve it, I just couldn't stand it. I'm sorry."

"I'll... I'll try to help it, Ben. I'll try. Just be patient, there are some things you need to wait for."

"It's okay." Ben looked aside. "Just, don't make me wait too long. All of this stuff really feels heavy the more you stall."

"I promise I'll try."

* * *

_"This is... interesting."_

_"What? What do you see?" he asked, glad the table he had been strapped to before was replaced by a scanning pod, looking like a shower stall instead._

_"Nothing in particular, you seem fully healthy for now. I am glad, but... there's something peculiar in your genetic code."_

_"Huh?"_

_"Some of your genes remained untransformed when you took upon your Chimeran form. Those genes were already present in your human form, from what I've gathered."_

_"And what does that mean?"_

_"Both of those forms are connected. You still possess some of my genes as well as your mother's even with a human body, but the Omnitrix is supposed to have a different sample of Chimeran DNA, since neither of us took part in it. However, your genes are a perfect fusion of both human and Chimeran signatures, and those are now the defaults for the Omnitrix. Your current form is completely yours, it's still your DNA."_

_"Wow, that's... something. Sorry, I didn't study enough in science class, but I think I got what you mean. This alien form is what I could've been for real? Man..." he looked at his reflection in the scanner. "Guess I know where I got my good looks from!" he grinned._

_His father was amused by his little joke. He however had something to ask._

_"Ben... Look, I... I thought of something."_

_"Hm? What is it?"_

_"Come, I put it here somewhere."_

_Ben went out of the scanner and waited for his father to look for what he had to show him. There was a lot of junk everywhere in this room, Ben guessed it wasn't easy to do some cleaning when you weren't a normal average human being. He'd know, he never liked cleaning his room, even left it in a mess before going to school the first day of summer._

_"There."_

_Vilgax turned around, showing Ben what looked to be some sort of satellite or drill._

_"What's this thing supposed to do?"_

_"It's... it's a machine I built, in case the Omnitrix ever merged with someone else's DNA. Now I believed I wouldn't have to use it, but I realized I've been putting you at unnecessary risks."_

_"What do you mean? You're..." Ben backed down. "You're gonna take the Omnitrix from me?!"_

_"That is for you to choose." Vilgax looked down. "For over a month, you've been fighting, risking your life and putting yourself at harm. You enjoy the power of the Omnitrix, but you weren't given the choice to deny it either. Aliens from all over the galaxy could be targeting you at this exact moment, and I wouldn't forgive myself if you ever were to get severely hurt by my inaction. Or worse..."_

_Ben was confused. For the first time, Vilgax was back to wanting the Omnitrix for himself. But... he meant to protect him? He had to admit, it wasn't fun playing cat and mouse if it meant almost dying all the time, but this was the first time ever since summer began that someone suggested Ben should take the watch off... to keep him safe._

_Even Max hadn't told him that, just to learn how to use it for good. Probably his Plumber days getting him to take advantage of the situation._

_"But I don't want to stop using the Omnitrix! I love going hero, stopping bad guys, saving the world... it's my entire reason for having it, end any problem I got to deal with. And that includes helping you. I can take having the most powerful weapon in the galaxy. After all, I_ am _related to one of the most powerful beings in the universe, and I fought weirder stuff before, this doesn't scare me."_

_Vilgax knelt down to face him, looking concerned._

_"Are you sure this is what you want? Your life won't ever be easy if you're always at risk..."_

_"I'm sure. Heroes don't always take shortcuts in life, I'm not gonna get rid of my powers yet. Plus, I wanna help you with your things. You've been helping me all this time, teaching me stuff about myself I never could hear about without you. If you're gonna get into trouble, at least let an expert in troublemaking help you with that."_

_"You don't need to repay me for that. It's all natural for me, I'm your father. It's normal for me to take care of you, raise you and nurture you."_

_"Then I don't need any reason to help you. Since you're my dad, it's normal for me that I want to help."_

_He stopped any further argument with a hug, wrapping his arms around Vilgax's head._

_"Decidedly, it's nearly impossible to change your mind, you drive a hard bargain." his father said, putting a hand on his back._

_"Is it bad?"_

_"Not at all, my son. Not at all."_

_The hug ended and Ben took a peek outside the window. It was getting pretty late, he had to go back soon. But he'd better change first, Max and Gwen would probably faint if they saw him like this._

_"Grandpa and Gwen are probably waiting for me. You think it's okay if Kevin is roaming around as a normal kid?"_

_"I doubt you could call him normal, but as long as he doesn't get his filthy hands on your Omnitrix, everything is fine. Ben, there's something else I wanted to ask you."_

_He tilted his head. "Sure, go ahead."_

_"Have you... made up your mind about leaving this planet yet?"_

_Ben brought a clawed finger to his chin. "I'm not sure yet... I lived on Earth for like, my entire life. I can't go away from here without a warning. I need to think about it."_

_Vilgax looked down. He couldn't say he didn't expect that answer, Max Tennyson thought things well before taking Ben away._

_"But... I also really want to see how your,_ our _planet looks like. I wanna see how life is there, how do people live, what they eat, if they also have bad guys that need to be taught a lesson... I can't wait to go with you someday!"_

_His smile seemed to put his father's mind at ease._

* * *

_"Say, if I got those Chimeran genes even as a human, does that mean I got super strength this whole time without knowing it?"_

_"Not exactly, those weren't active at all since you weren't on Vilgaxia or close to another of our kind, they stayed dormant because you didn't develop correctly. Now that you became a Chimeran, those genes will awaken and it'll trigger some changes to your human body in result."_

_They were back at the entrance, Ben had returned to his human form. At least he knew that Vilgax liked him under any form he took, didn't change if he was a Chimeran or not._

_Sixsix and Kraab were waiting, and gave their word on still protecting Ben no matter the price. Though it felt like there was more emotion than last time. They seemed more invested in their work now, which was confusing since they didn't get a raise on their pay grade yet._

_But before Ben could leave, he had one last question to ask his father._

_"What was my mother's name?"_

"Idraxx." he muttered, looking at the RV's window.

In a summer and a half, Ben got the Omnitrix, they met people from Max's past and discovered who he was, Ben made progress as a hero and mastered the use of the Omnitrix even if he still had a lot to learn. This wasn't your everyday family road-trip. And for Ben who still had half a summer to go on, he had to get ready for what else was to come.

Max had to tell him sooner or later, Ben couldn't wait forever. He was given a choice by Vilgax, and he too would have to make it sooner or later. But Max was willing to try, and Vilgax was willing to talk. Maybe things wouldn't be so hard to go through after all.

Weird that he was taking sides between two archenemies, one of which was his adoptive grandfather, and another who was his biological father. Things just weren't normal for their family.

Last time he checked, Buzzshock, Shell-Shock and Tenten were still there. The Omnitrix stayed green when he switched back to his human form, making him understand it wouldn't cause a faster timeout to switch between his current form and Chimeran form. And Ghostfreak was back in place, he could use him without a worry. And with the powers he showcased at Bancroft Academy, Ben knew he could now possess people and use their powers while controlling them. And spinning his head around like a horror movie monster (he was so using that next Halloween. If he was still on Earth.)

Ben laid on his bunk, waiting for dinner to be ready.

"Hey Ben, I got a surprise for you!" said Gwen, suddenly appearing next to him.

"A surprise? I think I've got enough of those for today... But yeah, I don't mind!" he added quickly, and naively.

"There you go!" she said, presenting him a bowl of pudding, dripped in Stinkfly's goo.

"Ewww! What is that?!"

"What you left me for dessert. Since you didn't eat yours, I figured I'd take it and give you mine instead." she teased, handing the bowl to him.

Ben rolled his eyes, this was another one of their prank wars starting. Though for some reason he ignored, it didn't look so bad to him...

He took his spoon and took some of the disgusting pudding in his mouth.

Gwen did a double take when she saw him actually munch on it. "Not bad, kinda tastes like cheese actually... Needs more salt."

"I feel I'm going to puke..."

"Hey grandpa! Know what Stinkflies use their goo for?"

"Hm?" Max turned his head while forcing whatever creature that was still alive back into a pot. "Well, Lepidopterrans secrete their slime to give an aroma to any food they don't enjoy the taste of, that's why they're considered mostly omnivores. Maybe I should replace our ketchup with that, I heard it's healthier when I was still in service. Think you could help me with that?"

Gwen was about to throw Ben out of the RV if he actually agreed. She wanted to play a prank on him to make things between them better, but since they talked it out, it now felt like overkill. Thankfully, Ben wasn't that gross yet.

"No way! I know we got better, but I'm not taking cooking advice from you yet! Plus it's my goo, I decide whether to eat it or not!"

"Suit yourself!" he said, slamming the lid on the agonizing creature he was cooking.

"Phew! Thanks, I'd hug you if you didn't ingest alien snot." whispered Gwen.

"It's not snot, it's spit, my spit."

"I don't need the details. By the way, glad you decided to take a shower after being an alien all day, but why did you stay over an hour in the tub earlier?" she asked.

"Didn't get to swim too much at Niagara Falls, and for a hero like me, no adrenaline is like being a fish out of water." he lied, knowing fully well this was what Vilgax talked about.

"O...kay?" she said, not really buying. "It's good that you started being less gross... Relatively." she added, seeing he was still eating like an animal. "Look Ben, we need to get ready."

Ben gulped. "Um... for what?"

"It's gonna be Grandpa's sixtieth birthday in a few days." she explained. "I thought you two could make up as a gift, but since you already did that... I'm out of ideas."

"We'll figure something out, we always do."

He's had enough emotions for the day. He could enjoy himself and think about the future later.

**Notes for the Chapter:**

> Surprise!
> 
> Looking back, I remembered Ben actually met other aliens in season 1, and to avoid getting him too OP, I put aside the Limax for the Megawhatts instead, shapeshifting alien would make things too easy for lil' Benji.
> 
> Since Max had no idea Vilgax and Kevin were there until Ben told him, no Null Void trip for Kev or Villy-Willy.
> 
> For Master Control, rewatching AF, it can apparently disabled if Ben uses all of the energy of the Omnitrix to cure damaged DNA. And considering he has a somewhat faulty, less advanced prototype and that Kevin's mutated form was a mess... It's all fixed now.
> 
> I also saw that Cannonbolt, Way Big and a few others were still there even when it was disabled, so Ben ain't getting any weaker yet, just not that much stronger either.
> 
> As for Ben's mom's name, Idraxx, I actually had to look up Cthulhu Mythos deities for that. It's based on Yidhra The Dream Witch, an attractive immortal being who granted immortality and healthiness for who served her. Ironic considering this character died of sickness, given to her by her loving warlord husband. Idra as a name also means "fig tree", a symbol of learning, peace, and prosperity in old times, clashing with her husband's much scarier "Villain of the Galaxy" attitude. Just added the double x's to make a link with female Chimerans like Myaxx, and voilà.
> 
> Also, I picked up the term Chimerans (alternative to Chimera Sui Generis) from the reboot's season 1 finale. Hey, if one of the locals in a show made by MoA gives us a name, I ain't gonna spit on it!
> 
> Anyway, if you liked this chappie, don't forget to review and I'll see you next time! Kissu!


	11. Ben 10,000: Emperor of Earth

"It's good that you two got along after so much time together." said Max, dropping a few logs on the ground for the fire. "See, it wasn't such a bad idea to stay together."

"Yeaaaaaah." they awkwardly said, holding some treats.

"I've got the marshmallows." said Gwen, nervously smiling.

"I've got the graham crackers." said Ben, the same forced smile on his face.

"We'll wait here while you get more wood so we can make s'mores."

They were so busted.

"I'll be back in a jiffy. Don't start without me!"

They waited until their grandpa was gone to let out a sigh of relief.

"Is he gone?"

"Yep."

"This is such a mess, Grandpa only turns 60 once!" she said, clasping her head. "I had his party totally wired, and then he just..."

"Insists that we spend all of our time with him 24 hours a day. Yeah, I know, we couldn't even get the cake behind his back!"

"Weren't you supposed to get it?" she turned to him. "You did kinda make a mess with him this summer, he'd be happier if you were the one getting it."

"I wish, but he kept an eye on me all week!" protested Ben. "I thought you could do it while I was busy trying not to upset him again. But he's gone now, which means..."

"That we only have a few seconds to make something before he comes back?"

"Yes, or... I can go to town as XLR8 and fetch him his birthday cake." suggested Ben. "He won't notice a thing if I'm quick, we'll just say we've been baking in our spare time."

"What spare time? We couldn't even go to the bathroom without Grandpa asking if we were okay every 5 minutes."

"Gwendolyn, your cousin is an alien, your entire life has something to do with aliens now. I think it wouldn't be hard for him to believe we learned to multitask while he's been getting a year older, now let's-"

They were interrupted by a sudden bright light. Both kids turned around to see an orange symbol form in the middle of the campsite, looking strangely similar to the Stones of Bezel that Hex tried to steal...

The symbol turned on itself until it became an orange orb and Ben and Gwen knew what was going on. Someone, like Hex or Charmcaster, was opening a portal. And that someone was coming right out of it, heading towards them.

The hooded figure was about to grab onto Gwen, but before it could do anything, Ben had tackled his cousin on the ground.

"Ouch! Ben!" she complained. "Wait, is it just me or you're a lot stronger than I thought? Does your heroing actually count as workout for your human boy body?"

"Who knows?" he shrugged.

He had been pretty stronger recently, another effect of turning into a Chimeran as well as being vaccinated by space's most powerful dad. He sometimes wondered what else those chemicals did, aside from helping his body develop better.

He got up and turned around, slamming the Omnitrix's dial. A green flash of light ensued, revealing XLR8.

"Hey! I don't know where you got that awful outfit, wizard lady, but you're gonna need a new one after I'm done clobbering you!" he warned. "Nobody messes with my cousin but me!"

The woman stood there, actually considering what he was saying. She seemed to roll her eyes, who did look somewhat familiar...

Blue energy formed into her hand, and she sent a blast towards XLR8, who dodged with quick ease, carrying his cousin to safety.

"Looks like I'm the one getting that cake when we're done..." she sighed.

XLR8 ran up to the hooded woman, who surprisingly dodged with the same ease he had, rivaling his speed. She flew up to the top of the RV, looking at the two kids from up there.

This wasn't going as well as she planned, Ben already had better reflexes, he wouldn't let her near Gwen,  _his_  Gwen, easily. She had to hurry up before her spell faded off and the portal closed before she could bring him where she wanted.

"Hiding won't get you anywhere, I'm the fastest alien around!" he said, getting to the ladder and about to reach her, but she seemingly teleported. She disappeared from the roof, and instead appeared right behind Gwen.

The young girl panicked, she didn't see that one coming. Or the green laser blast that suddenly appeared in front of her, making the woman step back.

All three looked at where the blast came from. Of all things to interrupt Max's birthday, Vilgax's drones were definitively the worst.

Though they looked different, way different from the Tennysons' memory...

"Gwen! Get back!" said XLR8.

"Back where?!" she asked, she had no way to escape. Why did she have to be the one without powers on the team?

The woman turned her attention to the gigantic drone, who unlike the ones the kids had seen before, was green. Actually, it almost didn't look like anything Vilgax built at all. The design was practically the same, but it didn't have the threatening brown and red everything Vilgax had. Instead, it had many different shades of green, and looked a bit bigger.

It almost looked like something to Ben's taste instead.

Did Vilgax redesign them after last time? He couldn't really complain, they looked good like that. But sending murderous drones to your archenemy for his birthday when you're supposed to be, well, dead, was an awful idea, Vilgax should know better.

Both cousins were surprised to see the drone wasn't attacking him or Gwen. In fact, it was actually shooting lasers at the woman, shielding Gwen from her whenever she got close.

"It's... on our side?" Gwen asked.

"No, no it's not! Get away from here! He's not supposed to meddle with this!" said the woman.

"Who?" asked Gwen. For some reason, she felt she knew that woman. Her eyes widened as she saw what looked like the Stones of Bezel on her arm.

This person knew magic well, and could use it to her liking. If only Gwen could at least take one of them, maybe the one increasing luck, she could...

More drones appeared from the portal, preventing XLR8 from asking if the situation could get any worse.

"If that's where those came from, I need to get to the big guy behind this!" he said, running towards the drones.

"Ben, wait!" said both Gwen and the woman, their voices in strangely perfect sync.

One of the robots shot a green laser out of its visor, reaching with extreme efficiency the Omnitrix symbol on his chest.

"Huh?" The Omnitrix started beeping, and in a flash of green, Ben was back to his human self. "What?! What's going on?!"

Another drone opened its chest, and instead of circuits and wires like the ones that got busted before, it revealed a hidden compartment, with something akin to a seat in there. It seized Ben with its claw and dropped him inside, closing itself.

"Hey, let me outta here!"

"BEN, NO!"

The other drones surrounded both girls. One of them took Gwen with the tip of its claw and... pushed her aside?

 _'What's going on, why are they doing this? And who's this woman?'_  both kids asked themselves.

The witch threw a few magic blasts around her, which were blocked with pinkish shields.

"Mana-proof plasma shields, really?!" complained the woman. "Was he holding back this entire time? I can't believe it, if he had the means to get rid of me for good, he'd..."

The woman paused, bringing her hand to her face. Gwen felt she had a lot of issues to deal with. However, she had her own issues too.

"Ben!" she shouted, seeing the drone holding him prisoner go through the portal.

She tried to follow, but another drone restrained her with its claw, seizing her by the shirt.

"Let go of me, you bucket of bolts! Ungh!"

"She's right, drop her now!"

The drone looked at the woman, seemingly inspecting her.

"What do you want from me? You took Ben away, and for what reason?"

The drone didn't answer, instead it pointed at the portal with a claw, still open for anyone to enter.

"Fine, I get it, I was coming back anyway. I don't know what he's planning, but I also wanted Ben to be there, so drop her."

The drone didn't listen, still holding an annoyed and worried Gwen. The woman sighed, realizing she wouldn't get anywhere without complying. She walked back to her time portal, knowing the robots were following her closely, except the one keeping Gwen with it.

"Wait! Come back! What happened to my cousin?!" she shouted from afar.

"Ben is okay, you won't have to worry. But..." she paused, right before going back to her era, "make sure he's still himself while he's still there with you, Gwen."

Without adding anything, she left the scene, the drones following her. Much to Gwen's surprise, the one who was threatening to kill her exploded on its own, destroying itself.

The portal closed, and Gwen was alone. Without Ben. No way to help him. All that was left of the battle were burned remains. Ben was gone and she had no idea how to find him.

This was about to be the worst birthday ever for Max.

* * *

Ben punched the drone's inner walls, trying to escape. He was practically sure that kidnapping him for Max's birthday was the worst idea ever. What did Vilgax have in mind?

He could feel the insectoid robot was now flying at high altitude, recognizing the feeling from the first time a similar model took him to his father's spaceship. He had to go out and reason with it, or wait to see Vilgax and tell him in person this was stupid. He couldn't even use Upgrade or Grey Matter to convince this thing to come back to the campsite, it somehow managed to time him out.

Though he had to admit, this wasn't like anything he expected. He had a seat inside the big machine, one that was surprisingly comfortable. It looked more suited to an adult though, but the thing kinda looked cool with the green tubes above him. Too bad he couldn't reach those to make the drone malfunction.

"Where are we even going?" asked Ben.

Much to his surprise, a green panel appeared, looking similar to Vilgax's holograms. An image appeared, and he saw what looked to be a big city, though some of the buildings looked unusual, to say the least. They had an architecture he didn't recognize anywhere, probably because he didn't pay attention in history, geography and art class, but everything looked far different from anything he saw on Earth.

At the same time, the place almost looked familiar, but he couldn't put his finger on it.

There was something else that bothered him in the scene. The sky looked a bit orange, probably twilight or something. Then he saw something unsettling.

Mount Rushmore. They flew past Mount Rushmore. An entire city was built just near the mountain where the Plumber base was.

_'When did that happen?! Shouldn't we have heard of this on the news yet?! Or... is this another Plumber secret plan? I thought they were disbanded, why didn't Grandpa tell me about this? Please, not again...'_

Then he saw the icing on the cake.

On the screen in front of him, the image of a statue in the middle of the town appeared. A statue of a squid man he recognized well.

"Vilgax! So he's the one who did this? Wait, is he making an alien invasion? Like, right now?! If this is his way of making sure I stay close, he really needs to get better at sneaking, Gwen and Grandpa are probably already on my tail!"

He now had another hundred questions to ask the man, namely  _'WHAT THE HECK ARE YOU DOING?!'_ , and he saw they were getting close to a big building near the statue. Great, it meant he was getting an explanation soon.

A hatch opened on the building's rooftop, and the drone went inside, revealing a base that looked quite similar to the Chimerian Hammer's inner rooms.

The robot landed, opening its chest again and gently picking Ben up with its metal claw, softly putting him on the ground.

"At least he knows those things make a terrible taxi." said Ben. "Okay, where is he now?"

"Welcome to you, Master Ben."

Ben turned around, and saw Sixsix and Kraab standing there.

"Guys! Mind telling me what my father's doing?! It's Grandpa Max's birthday today and he's gonna freak out when he realizes what's going on! And- Wait, how did you two get here? Did you teleport? Couldn't you have done that with me instead of making me go through  _that_?" he accused, pointing to the drone.

"We haven't really left. You on the other hand, young Lord Ben, you did take a trip to get here." said Kraab, in a tone that almost sounded teasing.

"Huh? What are you talking about? I saw you about two hours ago, you were checking if that squirrel that attacked me wasn't another of Animo's mutants. I gotta say that was really paranoiac of you to do." Both Bounty Hunters lightly laughed at the boy's ignorance. "What's so funny?"

Sixsix made a few unintelligible grunts. "He can't understand you yet, remember?" told him his partner.

Come to think of it, was Sixsix always this tall? And Kraab's armor looked a bit different from how it looked this morning. Sixsix also had a few changes. Did everyone get a new outfit today?

"Guys, what is this all about? I gotta get back to Gwen before Grandpa knows what Vilgax is doing."

"Don't worry. You'll come back to them at the right time, before they even know it."

Ben recognized Vilgax's voice, he was ready for a talk. He turned to see his father, seemingly laughing. Though it looked like he was keeping himself from laughing out loud. Ben didn't really care, he didn't see anything funny when he was taken by force in there.

"There you are! I don't know what you got in mind, but now is  _not_  the moment! Look, sorry if I did something wrong last time we met, but I gotta stay at the RV with Gwen, it's Grandpa Max's birthday today and..."

"Are you sure that wasn't twenty years ago?" asked Vilgax.

Ben looked at his father in confusion. "Uh, what? I thought you said alien years weren't... never mind, what did you bring me here for?"

"You haven't realized where, or rather  _when_  you are, right?" teased Vilgax.

"Are you messing with me?" asked Ben "Sorry, that's not really... hey wait a minute!"

Ben finally saw what was wrong with 'Vilgax'. First, he didn't wear his breathing mask anymore, his face was now visible. Secondly, his armor changed too, his shoulder spikes were sharper and there was white and black on his outfit, resembling Ben's own shirt, and there was a little green at some places. Thirdly, his muscles weren't as massive as before, the metal rods were missing. Was he finally healed from that injury he got when summer began? But the last thing Ben noticed was the eyes.

The eyes were... green, not red. Those eyes were the same  _Ben_  had, not  _Vilgax_.

"Wait, you're not..."

He stayed silent as he saw 'Vilgax' raise his left hand, a bigger, bulkier and enormous Omnitrix on his wrist. The Chimeran slammed the dial and, with a flash of green, the tentacles retracted, the arms got thinner but were still pretty muscled, the eyes gained pupils and a sclera, a brown beard grew on his chin, his skin wasn't green anymore and, while he was still pretty tall, he still wore the same armor he had as an alien.

In an instant, an adult Ben Tennyson was standing in front of him, lending a hand to the young boy with a warm smile.

"The name's Benjamin Kirby Tennyson, Ruler of over 10 Planets beyond this solar system, including the Earth, but my friends and family call me Ben. I am known to many as Ben 10,000, after unlocking over ten thousand alien forms within the Omnitrix, strongest weapon in the entire galaxy, as well as the key to my success as Vilgax's heir. Nice to meet you, younger me."

* * *

"Come on, there must be something in there!" said Gwen, panicking.

She had to bring Ben back before Max came back. Last time Ben got kidnapped, he and Max gave each other the silent treatment. She knew what would happen now: Max would insist that he and Gwen never leave his sight, Ben would argue about him being too controlling again, and everything they tried to fix these last few days would be reduced to nothing.

She looked through her grandfather's Plumber tools. He had to have something in case of alien magical invasions! There were various items in the Rustbucket that varied in weirdness and danger.

She found the Null Void Projector, the same plasma gun he used to try to murder Vilgax (hard to forget how Ben reacted), pistols, a spray bottle, a weird white bracelet with a red gem on it and black markings (for some reason, even looking at it made her feel tired), something that looked like the Omnitrix symbol but green, the Sun Gun they used against Ghostfreak, a book in alien writing...

She also found a weird metallic disk, with a white glass circle in the middle, but without knowing how it worked, it wouldn't help.

Everything was ruined, she messed up, she couldn't fix their family now.

Max was about to come back soon, what was she going to say? That Vilgax's robots who got a paint job kidnapped Ben back to their master (who was apparently alive) and she could do nothing to stop them or the witch that tried to hurt her and Ben?

She was so busted, this whole party was busted. She didn't know what to do. She felt... useless, and she hated feeling like that.

"Gwen? Ben? Kids, I'm back."

_'Here comes the long, endless days of keeping an eye on us and treating us like babies.'_

She deeply sighed and exited the vehicle, putting everything she took out back in place. He wasn't going to like this.

"There you are, Gwen. Ready for marshmallows? Hey, where's Ben?"

* * *

"WOW!" said Ben, staring at the view of the town from, well,  _his_  headquarters.

"This is Chimera City, I got it built when me and dad got ownership of the planet."

"Dude! You own the Earth! That's like, major supreme power, everyone must obey you and stuff! You're still going hero after that?"

"If all we needed was one person to make everyone comply, I think world problems would've been solved since dinosaurs went extinct."

"Aw man, who cares, this is the future!" Ben exclaimed, turning to his older self. "Does everybody have jet packs? Who won the last five world series? Seriously though, where are the jet packs?"

"They're still experimenting those, Galvans still haven't made human-sized models free to the inexperienced public." chuckled Ben 10,000. "I wouldn't encourage trying to learn too much about the future, you might change your own."

"Oh." said Ben. "This is one of those things where you could be erased if I make the wrong choices?"

"No, you might just end up in a different timeline altogether." he explained.

"Okay, so, where do I start? Um, where's Gwen, where's Grandpa Max?"

"Grandpa is still mad at me." that piqued the boy's interest. "Let's just say... we didn't leave on the best terms last time. He did something I couldn't forgive, we argued, and we're still at odds right now."

"Yeesh, and they say time heals over the years."

"It does, but only if you choose to let it heal you. Grandpa and I chose to stay mad at each other for a while." frowned the man, briefly taking a more serious tone. "He tried to kill Dad one time too many, and this time I lost patience with him."

Ben gulped.  _'This is worse than I thought. Me and Grandpa are... enemies? And Dad... is he talking about...'_  "What about Gwen?"

"She goes by Gwendolyn now. She studies magic and won her black belt years ago, but she still can't beat me without her little spells." he said with a cocky smirk.

"Gwen uses magic now? Can't say I didn't see that one coming, she was always such a nerd about that kinda stuff. All she'd need is an owl or a cat, and maybe she can go to that witchcraft and wizardry school she keeps talking about. Hope she's not gonna turn me into a frog when she sees me, Grey Matter isn't all that great beside his brains."

Ben 10,000 snorted. His sense of humor hadn't changed in twenty years.

"She was the woman that tried to take you away earlier."

Ben's eyes widened. "Seriously?! That was the dweeb? But how did she do that?"

"Our family doctor is one of the Galvans that worked with Azmuth, the alien who made the Omnitrix. He detected an anomaly earlier today, and found out she was trying to make a time portal back to exactly twenty years ago. Thankfully, I got drones of my own to send, thanks to Dad showing me the basics. Glad you enjoyed the flight by the way, I thought those needed an improvement."

"What was she doing back there? Why did she go back in time?" Ben asked.

"She wanted to show you the future's bad side, how it looks on their side now that I'm the one in charge. When I stopped living with our human family, a lot of stuff fell apart. Carl and Sandra don't talk with Grandpa anymore, the Plumbers are still going strong to overthrow me, and Grandpa is the one leading. You wouldn't believe who's working for him now." said Ben 10,000.

"But... but... how can you tell  _this_  is the good side of things?" Ben asked, skeptical about his older self's words. "You sure they're wrong this time? As far as I remember, I was always the one in wrong during summer."

"That was before you, I,  _we_  met Dad for real and he helped us change. There's a lot of things our Earth family refuses to understand, follow me."

* * *

Gwendolyn sighed as she reappeared at the base, finally rid of the drones harassing her.

She now had to find Ben, the 10 year old version, back to his timeline before he got any ideas. If she knew her cousin (if he still considered her family) well, he would've brought the boy to his side, and she couldn't be seen at the city, she's an outlaw in that place as far as  _His Highness_  is concerned.

"He got you again, babe?"

Gwendolyn smiled as her boyfriend, the rebellious yet still somewhat kind Kevin Levin, greeted her.

"You can tell?"

"I can tell whenever you're exhausted, Gwen. You always got that 'Ben is at it again' look whenever he's involved."

"I need some serious vacation after this. Think  _Caroline_  will let us visit next weekend?"

"Come on, it was one time!" complained the Osmosian, much to his girlfriend's amusement. "We both took a break from our relationship at that point and I didn't even know it was her, remember?"

"Yes," she teased, "doesn't change that you still dated the one girl that used to be my archnemesis in disguise."

"You're never dropping that, aren't you?"

"Nope." she answered, kissing him on the lips.

Over the years, Kevin had changed from the reckless teenager he used to be. His hair was longer, he wore a black Proto-Suit, his muscles were more toned and he had a scar on his chin, left by Ben when they were still teens. He had better control over his powers now, and she was glad he gradually felt more comfortable using those.

It was hard to help him get over that experience he had with the Omnitrix a while ago, especially since his last fight with Ben when they were kids was not the last time it'd happen.

The kiss ended as he cupped her cheek. "Hey hey, let's not get too hasty, we're at work." he said.

"Since when do you take this work seriously?"

"I'll have you know I am one of the most serious Plumbers this place ever knew since we were promoted to Magisters, Pumpkin."

"You're too serious for this job, Mr. Levin." she teased. "Still nothing from Rook?"

"Been trying to contact him for hours. Still can't believe he gave up being a Magister, he was such a fanboy of your grandpa when we met him."

"He... he probably has his reasons, let's not judge."

"I got your message by the way. Blukic and Driba are already making a search. They just need my help to find your baby cousin and not your overlord one."

"Those two are always so helpless... What about Grandpa?"

Kevin hummed. "He's still pretty tired after his last mission. He needs rest, and maybe get his metal arm looked at. He hasn't left the Rustbucket yet."

"I see... The prosthesis mechanic down the street opened again, you could get him there while I take care of Ben."

"That weird lady with the wrench? You sure I can trust her with pet-sitting Zed? I mean, she was nice enough to help your Grandpa and Kwarrel and stuff, but she's kinda creepy, always hanging with the weird android guy and his brother."

"The guy missing an arm and a leg? Heard of him, I think he's her boyfriend. Anyway, need anything before I go?" she asked, about to take the elevator leading to her grandfather's plumbing shop.

"Nah, I'm good. You should really learn to take care of yourself too." he said.

"I'll be alright. Burger Shack, you and me, later?"

"Sure thing."

* * *

"This place is the most secure room in my entire HQ. If it wasn't for us having the same DNA and the Omnitrix, you'd be obliterated in the blink of an eye."

"That's reassuring." sarcastically said Ben.

"I had it done to protect Dad's body while I was off picking up a few pieces and organs."

Ben wasn't sure he heard that last bit correctly, and he didn't want to hear it again.

"So, Vilgax is here?"

"Yes, he's been there for over a decade." Ben 10,000 frowned. "I couldn't save him in time, but I could try to fix him up. He's been severely injured, and I've been doing my best to patch him up."

"How did he get hurt?"

"I can't really tell you, it could cause a time paradox. All I can say, is that it has something to do with the Omnitrix." Ben looked worriedly at the watch on his wrist. "Don't worry, you didn't do it.  _But someone else did..._ "

For a second, he didn't sound the same. Or at least, that last part almost sounded like a hissing instead of a sentence, reminding him of the way Vilgax did it. He must've spent a lot of time with his father while growing up, if he picked up on those mannerisms.

"That someone was Grandpa, right?"

"Yep. I've been taking drastic measures with the planet, now that it's my world again. Anyone that we knew during our time on Earth is not welcome in this city. Whoever's interested in walking in here is almost always someone who's trying to take me down. That includes our Earth family."

Ben looked down. So his family was bound to be broken no matter what? And all he could do was get mad at everybody and reject his own humanity. He knew things were a bit bad back then, but this? Now they weren't just undermining him, they were targeting him. He sighed in disappointment.

"Of course, that doesn't stop them from going anywhere else on the planet. This is just what you'd call my comfort zone, or my town to be more accurate. If they get there, it'll be considered as trespassing and I'll have to take action."

"Think you could talk it out with them?" asked Ben.

"I'm not sure... I've been trying to set things right when I could, but my origins invalidated my arguments."

"Really?" Ben raised a brow.

"I'm not the one they used to see as part of their family anymore. When I accepted my role as Vilgaxia's new king and took over Dad's empire, they saw it as betrayal. I never really wanted to lose what I had at your age, but some of my choices didn't please them, and you know what? I think I'm okay with that."

Ben looked at his older self in confusion.

"This whole time, when I was on Earth, I was trying to please everyone. Please Gwen, please Grandpa Max, please Carl and Sandra, I didn't make the difference between doing the right thing and doing what made everyone happy." he clenched his fist. "It's not a good idea to play it safe the way Gwen does. Being nice and being naive are two different things, it was about time I realized Dad wasn't judging me like everyone before him did. Granted, he's pretty stubborn about the kind of person I am, but so are we, right?"

The man looked at his younger self, who was deep in thought. He smiled, seeing that, unlike what his cousin planned, the young Ben was considering his words and staying patient. Maybe if she brought an earlier version, some time before Ben knew Max's secret, things could've been different.

But even as an adult, he wasn't going to let the dweeb win this round.

She had gotten more serious over time, and so did he. But unlike her, he didn't lose his thrill of danger. He embraced it fully and made it his strength. It wasn't recklessness anymore, it was power. And he was the one who possessed it.

He was going to win.

"We're here."

* * *

A mess. His home was a mess. Not that he felt he could care in his state.

He could start by doing the dishes. Or put the dirty clothes in the washing machine. Or open the windows and let in some fresh air, or maybe let some sun in by opening the curtains. The only light there was inside the RV was the weak kitchen light he would soon need to change, as well as the green light coming from the bracelet on his wrist.

Blukic and Driba had been comparing him to Azmuth lately, with how blasé he had gotten with the last failed missions. He couldn't help it, not everyone could keep a bright mood in front of failure. Like Ben used to do.

Maxwell Tennyson had gone home after his latest mission. Animo's shipment of alien DNA had been intercepted by Ben, and they failed to retrieve it before it was too late. It was pointless trying to follow it after it reached the outdoors of Bellwood, they knew his former grandson was still as eager for a fight as he always was.

When Ben just... abandoned his life here and went with Vilgax, there was a lot of damage. Carl had cut off all ties with him, his own family was rejecting him. Gwen had been kinder, after that her cousin was gone, and she did try to help him against her parents' word. She was an adult now, she made her own choices.

Max never thought he could've seen this outcome become reality. Ben... Ben was Vilgax's son, he was his heir, and he now followed the same path as he did. He despised them, rejected them, thought of them as traitors, liars...

He was too tired of being accused by the old squidface by now, that old crook was frozen and in pieces for the time being, but in result, it seemed Ben wanted to see the old Plumber with his head off.

Max just couldn't handle the thought that Ben, who kept swearing to be a hero when he was still just a kid, had now turned to a life of tyranny and conquest. He knew the people under his former grandson's rule saw him as benevolent, but Vilgaxians and many other people in the universe could be tricked into thinking that. He had been too.

It was just so frustrating that he chose Vilgax of all people to follow. Vilgax. Max knew he might've taken it too far, considering how hostile Ben became, how dangerous, vicious and cunning he became after that the alien had been severely harmed by the Plumber. Ben was getting closer to becoming the same threat the one before him was.

He wasn't even sure if Ben still remembered him as his grandfather now...

Vilgax had done a lot to make him look like the bad guy. Molding Ben's young mind, shaping him into someone like him, twisting him into who he became today. He had trained Ben to become the same kind of criminal he was, a warlord hungry for power, a bloodthirsty, carnage-wreaking warrior. He turned Ben into the antithesis of what the kid wished to be, and Ben didn't seem to mind it the slightest now.

There was almost no sign of the 10 year old boy who used to be so cheerful, so innocent before, left in him. All Max could see was the same bitterness, anger and hostility Vilgax had been giving him for the last few decades. Vilgax had implanted all that hate into the young Omnitrix wielder, nurturing it, playing on his feelings just to turn him against his old family.

Ben wouldn't consider coming back, apologizing, talking or trying to make up what he did when he left, and Max wasn't sure he had the energy to either. They weren't the family they used to be, they were doomed to be enemies from now on.

There was a gap between them, a gap they both caused and furthered, and neither of them had the intent of putting things back together.

He looked at the old calendar on his wall. It was outdated, he should throw it away. He didn't even know what day it was anymore, not that it was that important. He had less and less years to live every day that came by, he knew wasn't getting any younger becoming an hermit.

* * *

Ben pressed his hand against the frozen container, unable to form a sentence at the sight before him.

The silhouette behind the glass... The charred remains... The misshapen form... The tired red eyes, looking at him intently...

"This is... Vilgax?"

The man, who had been frowning ever since they arrived, nodded.

"Oh my god... This is horrible, this is... Grandpa did this?!"

"He had some help, but yes. He's been like this for years, and because the Omnitrix was used against him, I couldn't heal him with the watch."

"He looks so awful, I'm, I'm so sorry." sadly said Ben, looking at the glass intently. Something told him his father, even in this state, could see him panic, and he felt ashamed of looking so vulnerable. Ben couldn't fathom to know this was what would happen someday, he'd fail to save him. He'd fail everyone. "This is terrible, I... I need to fix this! I can't let this happen, never! How..."

He turned to Ben 10,000, trembling. This was almost as bad as when Max attempted to murder Vilgax. Heck, it was probably that again! Who else would attempt to take his father down. Why wasn't he doing anything about it?!

"How could you let any of this happen?! Does it mean anything to you that everyone you, everyone  _we_  care about, they all hate us, hate  _me_ , or they're almost dead! Those moments you, we,  _I_  spent with them... did it mean nothing to you?!"

"Of course it meant everything to me!" argued the older Ben. "You think I wanted this to happen? Don't be stupid, I care about them as much as you do, more even!"

"Then why did you let this happen? Grandpa and Gwen probably hate me, Vilgax can't even talk to me like this. You said you regretted nothing!"

"I don't regret what I did, doesn't mean I don't hate how things turned out." he coldly stated, remaining calm despite the anger building up. "You don't know half the things I went through, I don't like that any more than you do."

"Then why do you act like everything is fine?" Ben asked. "Our family is falling apart, don't you care about that?"

"I do, it's what has been bothering me the most for the last few years." he looked down. "But it's too late, Grandpa won't listen now that we're not on the same side. I stopped being part of their family even before I left, everything fell apart back then."

He knelt down to face the younger hero, his harsher memories resurfacing.

"Everything broke down before I even knew it, it was out of my control when I realized what was the problem. But I can't change the past, things are stuck the way they are. All I can do is focus on the future now. I got no power over what's been done, only what will happen."

Ben's eyes widened.

Yes, he couldn't change the past, but... could he change the future?

This was what Gwendolyn brought him for, showing him how terrible the future will be. But, this wasn't what she'd show him. She wouldn't show him his side of the story, only what others would. And even if he was a hero, that's exactly why Ben 10,000 brought him in the HQ.

To show him that if he kept putting others above himself, he'd end up being the one losing everything. And if he lost, everyone he cared for lost too.

He had to make sure all this weight over him wouldn't tear him down, otherwise he'd end up alone, just like this older him.

She got it wrong, he wasn't meant to undo or erase this future when he'd discover it. He was meant to fix it.

"I'll make a better future."

"Huh?" Ben 10,000 looked at him weirdly.

"You can't change the past, but I'm from the past, I can." stated Ben. "Your past is my future. I know how the future will turn out thanks to you, I'll change your past, I'll make my own future."

The man stood up, starting to see where the younger him was going. "You know it won't affect me, right? I'm just one of the many possibilities you could end up being." he smiled sadly.

"Maybe it won't affect you, but it doesn't mean that everything is hopeless. And it means, our dad doesn't have to suffer. I know what I'm doing, for once." he grinned, looking at Vilgax's container. "He won't have to lose me if I have to make up with Grandpa, I'll save everyone. And..." he turned to his older self, determined. "I'll save you, I'll save myself trouble. I'm not gonna do something I regret, I'm gonna be the hero that saves the day."

* * *

"Say, what are we looking for?"

"Well, I wanted to give it as an apology before, but I never really had the time, or the occasion to. Wait a second, I need to find it."

Ben nodded, looking around. He had to admit, it was fairly cool to see all what this older Ben had in storage. War weapons, Teleporter Pods to other galaxies (apparently given by some "hybrid" guy), grenades he called "Null Void Eggs", plenty of junk he probably got when he conquered a planet or two (still had trouble imagining himself doing that).

"What's that thing?" he asked, pointing to a red object hanging on a wall.

It was a black hexagon, with a red and white symbol on it that resembled a beast's teethed mouth.

"Hm? That's the Nemetrix, a knockoff Omnitrix one of Azmuth's rivals built. The Plumbers couldn't keep it with them forever, I decided it'd be safer with me."

"Can it also turn you into aliens?"

"It can, but not the usable kind. All of the aliens inside the Nemetrix are too dangerous to use, they have no mind unlike what the Omnitrix gives you. It's too dangerous to use those to transform, but if the DNA is partially used, the user can keep their sanity. Our family doctor uses it as a DNA supply to reverse the damage done on Dad."

"You know, I never thought the Omnitrix could heal." he said, looking at the watch on his wrist. "Everyone talks about it as if it was a weapon, you wouldn't think it could cure people."

"There is a DNA repair function, but at your stage, you don't really get the hang of it much. But you'll get better, someday. There it is!" Ben 10,000 exclaimed, taking a cube with a button on it out of the junk pile. "It's Grandpa's birthday today  _and_  twenty years ago. Take this and make sure he gets his wish."

Ben nodded, putting the cube in his pocket. "Okay, but... How do I get back to that party? Got any time-travelling aliens?"

"We do, give me your wrist." he said, putting his hand on the smaller Omnitrix, twisting the dial. "When a future Omnitrix user has Master Control, it sticks across time, I can unlock any life form I want in your Omnitrix."

"Sooooo, mind giving me Master Control then?"

"Don't push your luck too far, you could lose it like the first time if you're not careful." he said, making the younger Ben pout. "Let me introduce you to..." he said, slamming on the dial as a new silhouette appeared.

Ben suddenly felt his body become colder, more metallic. His limbs and body became larger, his head became rounder and he felt something coming out of his head.

"...Clockwork!" he shouted with a German accent as the light faded. "Man, I love getting new aliens! This one can control time?"

"Yes, but it's limited, you can't control all time and space. Focus, and you'll be back to your present."

The iron alien nodded with a smile on his face. But he had one last thing to tell him.

"Good luck, me."

"You too, me."

The wind-up key on Clockwork's head started turning. The alien glowed green and, in a flash, he disappeared.

* * *

"There you are, Gwen. Ready for marshmallows? Hey, where's Ben?"

Gwen had a dilemma. Tell Max the truth and have him freak out, or lie to his face and pretend Ben was off doing something.

Oh who was she kidding, he'd obviously figure it out sooner or later! She had to come clean now.

She gulped. "Grandpa, Ben, Ben is-"

"Surprise!"

Max turned to see Ben behind him, holding a plate with a birthday cake.

"Happy 60th birthday, Grandpa!"

"Ben? You kids remembered? Thanks a lot, you two!" Max said with a smile.

Gwen was speechless. A second ago, Ben got kidnapped by Vilgax's drones, and now he was there, with a cake, as if nothing happened. What was even...

She gave up, tired of trying to figure out her cousin's stage magician abilities.

"Gwen helped me with the cake. Without her, I probably would've done something wrong."

"See? That's why we should stick together more often. Teamwork has amazing results."

"Yeah, uh, about that, Grandpa... Gwen, hold this for me for a sec." he gave her the cake. "Grandpa, look. Even if you feel we might get distant with you, even if you feel like either of us is gonna leave you behind, please know that we'll always be there for you."

Max paused, looking at Ben. Did something happen? Did he do something or...?

"We always care, it matters a lot what you did for us, even if it's not perfect. You need to know that."

"Ben..." Max hesitated. "I'm glad you told me this. I know I've been a bit too assertive lately, I just don't want to miss the occasion of spending a good summer with you two. I'm sorry if you felt uncomfortable with this."

"It's okay, we managed."

The old Plumber smiled, it seems things were starting to get better.

"Okay, who wants a slice? I'll bring a knife, don't disappear you two!" he joked.

Both kids nervously laughed.

"Ben, what happened back there? Were those Vilgax's drones?"

"Um..." Ben hesitated, before remembering what Ben 10,000 said. "Nah, that was another magic weirdo. That woman wanted to use my Omnitrix to boost her powers, so she made replicas of Vilgax's buckets of bolts with a spell. But it turned against her and I fought her inside that magic dimension she came from."

"Any idea on who she was talking about when she said 'meddling' earlier?"

"Uhhh..." he recalled one of the weapons he saw inside the HQ as he thought of a lie. "Yeah, some scientist guy called Caesar was trying to stop her and reprogrammed the drones against her from their dimension. With an... Alpha-Omega thingy or something, can't remember exactly what that thing was called."

"Where is she now?"

"No idea. Probably still dealing with the damage I left her with."

"Speaking of damage, how are we-" she paused, looking at where the robot parts were supposedly a few minutes ago. "What?! Where did it all go? The robot that attacked me earlier exploded, where is it now?"

"Her spell must've worn off, it probably just disappeared. Magic." said Ben, fully aware and thankful Sixsix and Kraab had been quick enough to take the pieces out while he was distracting Max and Gwen.

There was several levels of lying he was putting her through, he wondered if she'd ever realize how big his lie actually was.

"Hmm, looks like you had things under control, maybe you don't need me babysitting all the time..."

"Gwen, can I tell you something?"

Gwen looked at him in confusion. "Uh, sure?"

"I know I complain all the time, and sometimes it turns out you were wrong, but... I'm glad that you keep monitoring what I do most of the time. You make sure I don't mess up and that way I don't make a fool out of myself. I don't say this a lot... but thanks. There'd be things I'd never notice without you around."

"Ben..." Gwen was surprised. "I'm glad you told me this. You know, you've been getting better and more mature at being a hero lately. But, why are you telling me this now? Just a little curious, not complaining."

Ben was amused at her reaction to her ego being fed. "I just... feel like things won't really be the same after summer ends."

* * *

Ben 10,000 tapped his foot, waiting for their doctor to give his answer.

"So?"

"So, according to my calculations, if I inject him this DNA mixture along with this chemical solution I've been brewing and experimenting for the last few years," declared the Galvan, "your father will be back on his feet before you know it."

"Then what are we waiting for?" eagerly asked the man.

"I was waiting for you to give me the green light. If you agreed to this, we can finally begin."

Without further ado, the alien frog tapped commands on his keyboard, giving his machines instructions and orders to fulfill.

Tubes were inserted inside the container, a red fluid with green bubbles passing through. Suddenly, the misshapen silhouette behind the glass started changing shape. The shadow started taking form, its red eyes glowing.

The burned remains were coming together. Slowly, sickish green skin was forming, long tentacles were growing, muscles were contracting. Red energy sparks appeared inside the container, revitalizing the warlord with all the energy he needed to be back to his former glory. Soon enough, the temperature in the container rose, its user resuscitating after years of inactivity.

Ben grinned, though the smirk on his face could almost be seen as malicious, twisted. He was about to bring back one of the universe's biggest threats, and had no qualms about doing so.

He saw his father's body coming back to life, his shape returning to the one the imposing and cruel ruler once possessed. There were a few changes he noticed, such as Vilgax's left arm being larger than before, threatening spikes decorating it. He guessed it was due to the DNA predating the Omnitrix's alien species, not that it was a problem. His father wouldn't be incapacitated the same way from now on.

The container opened, releasing steam as the former king walked out.

Vilgax the Conqueror was back, and he wouldn't allow what happened to him to be repeated.

He looked around in confusion, trying to recall how he found himself there. A satisfied hum escaped his mouth as he recognized the young man before him, opening his arms to allow an embrace.

"You're back... you're finally back..." said Ben, his voice sounding as if he wouldn't ever let the man go.

"Thanks to your care, I won't be left undone, my son." said Vilgax, pressing Ben against his chest. "You've changed a lot, as I see."

"You have no idea..." said Ben, wickedly chuckling. "I missed you so much... I have an entire world to show you."

* * *

The city his son had made was wonderful, something he could usually never say about the Earth.

Ben had taken over his empire and expanded it further than he believed it was possible. The Earth belonged to him now, he was pleased to see that what was once the bane of their existence was now nothing more than a mere tool.

The life around there, the people living in peace... Ben had left his mark on the planet for the centuries to come. He was the worthy ruler Vilgax had hoped to see.

Not that Ben didn't choose this path on his own. Maybe if Maxwell hadn't neglected his treatment back then, Benjamin wouldn't have come this far. But the old man couldn't always win, he was bound to make a mistake somewhere in the run. And now, Ben only trusted him.

"You have a made a lot of progress, I hadn't thought you'd find taking up the mantle this easy."

"Oh, it was hard at first." said Ben, walking next to him through the HQ's corridors. "You have no idea what amount of work you left me with. You always made governing over everyone look so easy... Psyphon was practically born for this when I asked him to help me manage your armada."

"Experience allows more liberties to be taken, but you must already know that. Our people seem to live in peace here, you somehow managed to replicate the same prosperity we have back home."

"I wouldn't have it otherwise, Dad." smirked Ben. "If they had to suffer, feel threatened or be shunned by humans, I wouldn't allow it to last."

The man had changed from the innocent boy who thought life was a game. He hadn't lost his thrill for adventure, but he was more experienced, stronger, braver, as expected from the heir of Vilgax The Conqueror. And he didn't see everything as either objectively good or objectively bad anymore, he had lost that black and white vision of the world he's been subjected to before meeting his fate.

Becoming the Galaxy's next ruler.

"I feel different from the other times I received enhancements. What does this new form mean?" asked Vilgax

"Since all the damage you had was caused by the Omnitrix's energy, the only way to heal you was to reverse polarity by using some of the Nemetrix predators, a few of Animo's works and some changes of my own. Don't worry, the fixes I gave you as a kid aren't gone, you'll still outlive many human generations to come."

"That old man doesn't know that his moment of glory is timed, and that he will soon run out of time. He's not the invincible vigilante everyone made him out to be, and it's been that way ever since he stopped having you at his side..." said Vilgax. "I have to admit, I haven't felt this powerful in a while. If Max tries his luck again, he'll have a surprise coming now that I'm back. I'm impressed by that Galvan's workmanship."

"Well, Albedo does pride himself in outdoing his former teacher after all." laughed Ben. "He's better than those guys you got messy with back then. By the way, you should go back and take a rest, too. He said you needed time to fully integrate all those chemicals inside your body."

"As they say, I feel as fit as a fiddle. That is what they say, right?"

"It is. For someone who still got a grudge against this planet, you got the hang of Earth expressions." smirked the younger king. "You almost remind me of-"

He paused, his smile fading. Vilgax then knew some things got complicated while he was out cold, and he could tell exactly what.

"Is that Revonnahgander still with the Plumbers?"

"I... I haven't seen Rook in a while." he crossed his hands. "I wonder how he'd react if he saw who I became today... I haven't heard of him or his family in a long time."

"If he knows what's best for them, he won't try to oppose us. We already taught those felines the lesson they needed to learn." Seeing Ben was getting uncomfortable, he changed the subject. "Anyway, I believe that Anodite girl attempted something else today. Right?"

"Hm? Yeah, Gwendolyn outdid herself, as always. This time, she tried to bring my past self to the present."

"Your past self? At what age?"

"When I was 10, still on that summer road-trip from twenty years ago. She forgot that aside from her and Paradox, other people have access to time manipulation."

"And did she succeed?"

"Well, yes and no. I lured my past self here and took him to our base, just to show him what awaits him. She wanted to scare him into never becoming me, but she didn't count on me participating. It's a good thing we got the company we need, I happened to know an excellent Geochelone Aerio who can use mana. Gave me a few tips on how to repel her spells, but I only used some of them,  _just as a warning if she keeps attacking us_."

Once again, the last part came out as an angry, inhuman hiss. Vilgax was fond of Ben's way of making decisions.

"What about your past self?"

"He's back to his own era now. He's on our side without a doubt, but he promised me to make the future better. If my past self ever changes anything, it'll be an improvement."

"I doubt you could improve our world the way it is." said Vilgax, brushing his tentacle beard. "But, you always had a knack at proving everyone wrong."

"Some things never change, I guess." he chuckled.

* * *

The sun was setting, he should start making dinner.

Chores always lasted longer than they should in the Rustbucket, it just got worse with time. With no helping hand, he had to do everything on his own again. He was used to it. But he could never get used to the silence inside his mobile home.

He started looking through his ingredients, searching for nothing in particular. He'd get what he could take. Then he heard someone knocking at the door.

"Who is it?" he asked.

"Grandpa, it's me, Gwen."

"The door isn't locked, you can come in."

"I can't really do that, my hands are full."

Raising a brow, he decided to go check on his granddaughter. She had reported another failure recently, not that she was to blame for it. He opened the RV's door, to find over a dozen Plumbers standing.

"Surprise!"

Taken aback, Max turned to find Gwen and Kevin, the former holding a birthday cake.

"Happy 80th birthday, grandpa!"

"Happy birthday, sir."

Max blinked. They... remembered? And almost everyone at the HQ, even Kevin's team, was there.

"What are you all... I don't..."

"We all noticed you've been overworked lately, so we all thought you needed some rest." said Gwen.

"But, when did you have the time to prepare all of this?"

"I happen to be one of your fastest juniors, Magister." proudly declared Helen. "I got Alan and Cooper to spread the news while Manny helped."

"Hey! Don't make it sound as if I didn't do much! We all had our part in it!" protested the young man called Manny.

"You kids are all here... I'm glad you all took the time to visit an old man like me out of work." he smiled.

"It's the least we can do, grandpa. You've always been there to guide us when we all joined." said Gwen.

"I... thank you, thank you all. I may need to retire soon, but at least I can spend this evening with you kids." he said, hugging both young adults.

While the old Plumber started chatting with the other workers, unbeknownst to him, a green robot landed nearby. A small, metallic drone had dropped by, leaving a gift-wrapped box behind it before leaving.

**Notes for the Chapter:**

> OOOHHH I GOT SOME TOUGH TIME WITH THIS ONE!
> 
> So, since I already did an alternate timeline, why not do the future while I'm at it?
> 
> Here you have Ben 10K as he'd be in this AU, with his broken family and life choices. I advise you pay reeeeeeeal attention to this chappie, I threw bits and hints here and there.
> 
> I also struggled to make this chapter, excluding the A/N, exactly 10,000 words in honor of this fic's tenth chapter. Hooray.
> 
> (title of the chapter is a "Ben 10: Protector of Earth" ref btw)


	12. Nightly Encounters

Its ears twitching while it looked through the night, the Loboan pointed to the faraway spaceship in the forest.

Ever since Ben got a new form, that he had called "Benwolf" for lack of a better name, he was excited to use it. When the Omnitrix got scratched and Ben was transforming, he almost thought he'd become a werewolf. His bodyguards took him aside while Gwen and Kai were busy with their Grandpas, and they told him that, in fact, he was becoming a new alien.

He was a Loboan, an alien from Luna Lobo, a moon from the same solar system as Ghostfreak, though they had no idea why the alien who unlocked that sample stole technology and why it was harming innocent villagers nearby. He was told Anur aliens hated outsiders for some reason, which Sixsix suggested could've been the one time Galvans teleported the entirety of Anur Transyl into the Null Void, the prison dimension Phil was trapped in at the moment.

Ben wasn't sure he wanted to know what it was like in there, but he hoped the Yenaldooshi was buried and snoring under all those rocks. At least, he liked being in his new form, though he wished he could've heard about the Omnitrix's sampling methods sooner. Who knows, he could've turned into his latest aliens sooner, Master Control or not. He also wished to see if the slow transformation applied whenever his watch got scratched.

He wondered if his dad would've let him become a Chimeran that way... Who knows what he would've looked like as a hybrid?

Sixsix and Kraab seemed amused enough by his antics, he had been jumping around trees and scaring off wild animals while doing so. Their liege was much more energetic, much stronger, much more dangerous with every adventure that passed.

They had to stop themselves from asking Ben about his crush on the Kai girl. Who knows how Vilgax would take it if his son was enamored with another human...

Though she did seem to prefer his alien forms over his human one. Ben felt offended that she'd prefer taming him like a beast over liking him as a crush. Seems she took the words 'puppy crush' too literally, it was understandable that Ben wouldn't be interested in talking about her for a while.

"Here he is." excitedly growled Benwolf, wagging his tail.

The Omnitrix beeped and he timed out before he could do anything.

"Oh come on! I wanted to show him this new guy!"

"He will be glad to see it when the Omnitrix recharges, young master. Reaching the ship's main room will take enough time to do so." advised Kraab.

"Fine." pouted Ben as they walked through the Chimerian Hammer's entrance. "Let's get going, then."

* * *

The night was cold, he was freezing.

This wasn't anything new, he was used to living on the streets. But it had been a while since he was himself again, no alien skin to warm him up.

Kevin grumbled as he munched on an already half-bitten, stale-tasting hot dog. He didn't have the alien powers anymore, he couldn't take money from banks and public places anymore. Back to looking around for food and pickpocketing again, at least until he found a way back to New York.

Or until he found where Tennyson was hiding.

It pissed him off that Vilgax drained him from all his powers, except for his absorption abilities. What did he get from doing that? Why did he do that? Did he lie to Kevin when he told him he hated the Tennyson family too? Kevin couldn't even remember what Vilgax said before they fought properly, all he got was a headache for trying.

He must've rubbed the guy's tentacles the wrong way, it was expected with him. Kevin never had the same talent in sucking-up like kids as school did, he still caused trouble to this day. Nobody would even want to team up with a freak anyway.

_He would._

He didn't know what he did to get backstabbed like that, but it must've been worth it. He always knew how to get a good deal first time he took stuff from other people. From kindergarten to running away from Bellwood, he always got everyone with a trick. If they were tricked once, shame on him for being a genius. If they were fooled twice, shame on them for being dumb.

He was somewhere in New Jersey, it'd take about a day of walk to reach New York again and teach the jerks who probably thought he was gone for good a lesson. Too bad he couldn't go alien anymore.

Tennyson needed a lesson too, Kevin would get those powers back no matter what. He may have had trouble with last time, but now he got better at absorbing stuff. He didn't even know he could absorb matter. It could be useful, he could absorb Tennyson's wrist and take the Omnitrix from him, before tearing him down in pieces.

He intimidated people and got them to comply, that's how he did it with the Megacruiser's aliens. They were probably partying with him being kidnapped by Vilgax, and they probably all went back to their planets. As for him, he had to look for a way to get back to town quick, he didn't need Tennyson's powers anyway.

He didn't need Tennyson, or his stupid Omnitrix, if that was what it was called.

_He liked being your friend, he wouldn't hurt you like you did._

Seriously, what was wrong with Tennyson? Playing hero? Who cared, powers are meant to be used for fun and getting what he wants, it went to waste when a goody two-shoes had them.

He'd show Tennyson if he got the occasion, he'd show him what it's like when you mess with a freak.

_He never meant to lose you, you did it on your own._

He spent all his time chasing Ben around, trying to steal that Omnitrix for himself, show everyone what he was made of. Good, they all deserved to get kicked in the butt, everyone made fun of him for being a mutant. Everyone always thought he had problems and that he needed to "get fixed". Yeah right, that's what they all say before making fun of him, using him and humiliating him.

_Ben didn't._

He never had to rely on anyone but himself, Tennyson would pay for mocking him like that. At least, he was better than him using powers, he didn't need a timeout. It sucked that he was stuck as an alien for weeks, but he bet Tennyson wished to have that.

_He'd never make you a monster on purpose._

It was Ben's fault, case in point. He had to act like the 'bigger person' and give him the 'hero talk'. He was getting it coming.

_He always meant to become friends with you._

He'd show him, he'd show him when he'd-

_"I'm sorry, Kevin."_

Kevin blinked.

"W... what?"

He must've been imagining things, Tennyson couldn't have been there.

_"_ _I really thought we would've worked well together. I'm sorry you had to become a freak because of me."_

He felt he was starting to lose it. "Get out of my head, Tennyson!"

_"Your powers were already cool, I thought we could be a duo of heroes, teaming up and combining what we got to be invincible."_

"Stop it right now!"

_"I'm sorry I made things more complicated, I know what it's like to have everyone see you as a freak."_

"You know nothing! Shut up! Shut up!" he shouted, to no one.

_"_ _If I could, I'd do everything in my power to fix you up."_

He shook his head. He was losing it. He was alone, this was just the aftermath. Tennyson didn't know what it was to be like him, he was driving him crazy, he never said that.

_"_ _I'm sorry things have to be this way, I'm sorry."_

Kevin shouted as he gave a punch to the wall behind him.

He was alone. He was always alone. No one was there, he was still on his own. He didn't have anyone with him, he wasn't fighting anyone. Just himself.

"What... WHAT IS WRONG WITH ME?!"

* * *

"There's a whole galaxy full of horror movie monsters?! Cool!"

"Anur residents inspired most of Earth's folklore about mythical creatures and stories they tell to scare children." explained Vilgax. "Humans assumed those species were their own people deformed, for lack of a better explanation."

"And now, wackos like Animo are trying to make their own monsters. Pfft, he doesn't even know there's already a bunch of aliens looking like that."  _'Man, I really want to see that! Don't think I could without Vilgax getting me to leave Earth for good though...'_

Vilgax was surprised Ben was that curious about the Anur alien species, even if forcefully turning into one must've caught his attention well. Usually, that part of the galaxy was much feared and disliked, but Ben seemed fascinated with it. Surely enough, Max Tennyson hadn't studied enough to know about Loboans to talk to Ben about them, or recognize one when he saw one. And it seemed the other Plumber they worked with had no idea either.

He however was suspicious of Ben's behavior when they did talk about that Plumber, Wes Green. Or rather, when Ben mentioned something about his granddaughter. Something in his son's attitude and body language threw him a few years in the past. When he had been asked a certain question about Idraxx, one he had trouble answering.

Ben might've been human, but he undoubtedly replicated the facial expressions and tone Vilgax himself had used in his youth. At least this girl appreciated Ben's non-human side more, though he disliked the way she declared his human form inferior. This wasn't the way he wanted Ben to let go of his humanity.

"Has any other alien species attacked you or threatened to take the Omnitrix?"

"Hm? No, not exactly... Actually, Charmcaster tried to take away the Omnitrix a few days ago. She almost did... but she wasn't the one who got it." Ben scratched his head uncomfortably at the memory. "She tried to swap bodies with me to power her spells with the aliens. She did... with me and Gwen."

Vilgax's eyes widened. "What?!"

"Yeah... First time, she almost got me, but she swapped bodies with Gwen instead. And now, Gwen keeps her spellbook. I think she wants to start using magic, she's the only one without cool gadgets or experience." said Ben. "Second time, though... She got me again, and Gwen got in to get her body back. Charmcaster was back into her body, but Gwen and I weren't."

"So that girl momentarily had access to the Omnitrix's power..." hummed Vilgax. "Did she notice anything she shouldn't have while she used your body?"

"No, she didn't see my birthmark. But she did say my clothes smelled like a dirty fish tank." he answered, rolling his eyes.

"You should be more careful with this kind of people. It's already bad enough that that hypnotist forced you to enact his plan, we don't need another trickster getting his hands on it."

Ben nodded, uncomfortably recalling how he acted in Gwen's video footage. When Sublimino had told him to be an alien, Ben suddenly started insulting everyone, acting like everyone was beneath him. And then, he used the watch and turned into Grey Matter (he still had the feeling that  _wasn't_  who he was planning to turn into).

It was a good thing Gwen intervened and pushed him away before they all noticed. Sublimino and everyone else assumed Ben was "alienating" himself when he did that. Ben made sure to give Sublimino a piece of his own mind when Buzzshock electrocuted him and blew up his stupid watches.

No one else was allowed to ruin his aliens' reputation but himself, and hypnotizing him into doing so was cheating.

"Say, Ghostfreak couldn't control me when I was an alien. Can he control only humans or can he control other aliens? Could he control you?"

"That 'Ghostfreak' you speak of wasn't able to control your alien forms because of the Omnitrix tampering with it. My body is naturally immune to his powers thanks to the enhancements my body got and my training, while the Omnitrix is what's protecting you. He was too used to your human body taking his appearance, any other form could not genetically allow him to reach your mind and possess you. That includes your Chimeran form."

"Huh, if I need to go hero without timing out, I'll know what to do, thanks!"

Ben felt Vilgax wanted him to use his other form more, and he didn't really mind. He hadn't said a word about his future self, who knows what it might change. He did remember how his future self dressed more like Vilgax, and even stayed in his Chimeran form for a while.

He wondered how Vilgax would look if he was human. Probably like Ben 10,000 did, but taller, with a rougher face, more wrinkles (probably from frowning so much), red eyes and a darker armor. Vilgax would probably be disgusted at the idea of becoming human, so Ben wouldn't ask for his opinion.

"Don't you think it's kinda weird that two aliens from the same planet or part of the galaxy or whatever, both attack me just a few weeks apart? Think they're in the same league?" Ben asked.

"Hmm, it is possible that Loboan worked with the Ectonurite trapped inside the Omnitrix. But it seems the Ectonurite had his own agenda. If they worked together, the Loboan you call Yenaldooshi must've been an underling."

"But why isn't he just attacking me instead, if I killed his boss? Why did he even steal all that technology? Is he preparing an invasion?"

"You might be onto something." frowned Vilgax. "While I doubt he could make a portal from here to Anur, it is possible for him to contact someone out of this planet. However, we have to know who that Ectonurite was and what role he has on Anur Transyl."

"What role could he have? Beside being a bad guy, of course."

"Ectonurites are the political leaders of the Anur System. They used their powers to become the leaders of every planet in the system, with the exception of Anur Vladias."

"Why's that?"

"Anur Vladias is completely inhabitable, anything coming nearby would subsequently die. And while Ectonurites are close to ghost and specters, they aren't immortal and will die if they get near that planet."

"So, even the aliens that look like dead monsters can't always survive... What alien can survive everything?"

"No species is invincible, they all have their strengths and weaknesses. Which is why the Omnitrix is coveted by so many. All the powers, of almost every species in the galaxy, in one device. You must acquire that power and never let it fall in the wrong hands."

Ben nodded. "So if Ghostfreak was someone important, he could rally a lot of people to obey to him and do his dirty job. Talk about a possessive and entitled jerk, he wasn't that competent when he was stuck in the watch. He definitely can't do this alone. What should I do if I meet his henchmen?"

"As always. Teach them a lesson and show them what happens when they dare get in your way." he maliciously advised. "You already know how to make yourself clear, show those fools of the night they shouldn't mess with the power of a future king."

Ben smiled. While he wasn't fully comfortable with the idea of becoming Vilgaxia's next ruler, he couldn't help but bask in the feeling that someday, he'd be the leader of an entire planet, an entire species. He would become all powerful, and Vilgax kept feeding that feeling. He couldn't resist wanting all that power to himself.

Max always taught him to restrain himself and do what's right, but Vilgax's advice felt right too. He was able to kick villain butts straight to the hospital with his powers, he was able to save more people, he could still be a hero. Holding back all this time made him feel like an animal in cage.

Speaking of which, he hoped the Christmas village they went to got its damage fixed after everyone was brought back to normal. Gwen had lectured him about destroying the place, and frankly, Ben felt he had to get that out of his system. Max had been kidnapped to become Santa Claus, he didn't care what the problem was with wrecking the "evil Christmas spirit" that day.

He had to admit, he almost lost it when Sixsix grew green elves ears on his head, sticking out of his helmet. That was so hilarious he and Kraab almost gave away where the Sotoraggian was hiding during the adventure. He felt Sixsix was glaring at his partner when they left, especially since Kraab's big lack of organs prevented him from turning into an elf too.

"You know, I realize it just now, but Gwen is kinda right. Your entire ship kinda smells like a fish tank when I think about it. I mean, it's not as bad as I thought, and she just thinks I've been using Ripjaws too much. But, why's that?" asked Ben. "You don't need water to breathe. Do you have a big aquarium somewhere around?"

"The humidity in here recreates the natural environment of our planet. This way, I'm never too uncomfortable before leaving for a mission. You could say it's like I carry a piece of home with me." explained Vilgax. "It's also good for my pets. They can be very hungry sometimes, and if I have to feed them, it's better if they're in the right living conditions."

"Wait... you got pets in here? Like, a dog or a cat?"

Vilgax tilted his head. "Did I never show them to you?" Ben shook his head no. "Hmm, there's a first time for everything. Come with me." he said as they both got up.

* * *

He just had to walk a few miles, and he'd be out of Grover's Mill soon. It was hard finding a ride during the night, he had to sneak into the back of many farmers' trucks and run before he was caught.

People around here really needed to invest in more lights. It was really dark, and he needed to recharge his energy powers.

The life around here seemed so dull, he almost thought of burning down a few fields, see the farmers freak out. They couldn't really blame a kid for a fire, could they? Too bad he wasn't Heatblast, would've been more fun to see them freak out in front of a burning dude.

Maybe the diamond alien could've helped cutting down the tall grass, he could've left circles behind and make people believe it was aliens who did it. Not that they'd be wrong for once.

His thoughts were interrupted when someone crossed the road, running past him in a hurry.

Kevin blinked and looked at where he saw the silhouette hide. It looked like a kid, probably younger than him. Why was he taking a walk at night this late?

He heard a car coming, and was surprised to see it was a police car. Did the kid run away from home?

Like him?

The car stopped, and an officer came out. He walked towards Kevin holding a chart.

"Hey kid, have you seen this kid around here?" asked the man, holding a picture of a young African-American boy with short black hair.

"Don't think I saw anyone tonight." answered Kevin.

"If you do, contact us immediately."

"Why? What did he do?" asked Kevin.

"He's been stealing food supplies from every farm around for the last few weeks. Call us if you ever see him."

"Sure." lied Kevin.

"Hold on." said another voice. A man with a cowboy hat, probably the sheriff, came out of the car. "What are you doing here this late?"

"Hmm? Just taking a walk while my parents are off having a romantic dinner. Why?"

"You seem too young to be allowed out on your own. What's your address?" asked the sheriff.

"They told me I shouldn't talk to strangers."

"The police is a stranger to nobody. Unless..." the sheriff glared, to which Kevin glared back. "You're a hooligan working with him."

Kevin paused. He looked at the options he had.

There were guns in their pockets, tasers, and it seemed they had a rifle in their car. He looked at the car.

"You know what, I'll take you for a ride."

Kevin put his hand on the car and absorbed the metal on it. The two policemen stared, shocked, before Kevin punched the officer, sending him to the ground. The sheriff was taken by his shirt and thrown over Kevin's shoulder. Kevin finally put his hand under the police car and recharged, using the car battery. The front lights exploded and, by the time both policemen recovered, Kevin was standing, electricity running all over his metallic body.

They looked at him in shock, before running away in the opposite direction.

Kevin sighed, and he went back to normal. Absorbing energy now felt weird, since he wasn't a mutant alien hybrid anymore. He felt like his new ability of absorbing matter would come in handy more for now.

"They're gone, you can come out." he said.

From the corn field, the boy he saw in the picture came out.

"Are they gone? For real? Wow! What happened?!" exclaimed the boy, seeing the damage. "Did... did you do this?"

"I kinda went out of control with them. You should leave before they come with backup."

"Why... why did you help me?" he asked.

"Just didn't feel like letting grownups think they own everything, I steal too."

The boy looked down. "I'm not really a thief, I'm just... I don't have a home, I don't have a family, I had no choice."

Kevin looked at him, before sighing again. "Tell me about it. Look, you can't stay in here now that I made a bigger mess, they know you around here. I'm heading for New York, you got only one chance before they come and get you."

The boy hesitated, before nodding and coming out of the field.

They both walked on the road, and Kevin turned to him.

"By the way, name's Kevin Levin. Don't make a joke out of it. And you?" he asked the other kid.

"My name... is Alan."

* * *

"Uhhh..."

"Admire these beauties. Aren't they healthy and fierce?" said Vilgax.

Ben looked at what looked like a hole in the ship's floor, still with tubes coming out of the walls' surface. There were tons of weird green squid-like monsters underneath.

"Squids, are these..." Ben turned around, unsure. "Are these my brothers and sisters?"

Vilgax looked at him before lightly laughing. "No, no. These aren't infant Chimerans. These squid creatures roam on Vilgaxia, they can be very affectionate. Put your hand in there and try to get one."

Ben gulped as he obeyed. He put a hand in the hole, and yelped as he felt a slimy tentacle wrap itself around his right wrist. He pulled his hand back and saw the weird red-eyed and red-teethed green creature glare at him.

It made an offensive cry, slightly scaring Ben. Then, he instinctively glared at it, taking a more severe, cruel expression for a moment.

The squid being stared at him, pausing before making a softer, smaller cry. It seemed to affectionately grasp his hand with its tentacles instead of threatening to bite it off. He didn't even realize his expression had momentarily changed.

"See? They already like you."

"Sweet. Nice to meet you, little buddy." said Ben to the squid monster. It answered back with another soft cry. "You know, I'm not sure I'll come on Vilgaxia when summer ends, but I really love these little guys."

Even though his father seemed insistent that he followed him back home, Ben was starting to feel less and less resilient every time he visited.

Had it been about two months ago, he would've categorically refused to go anywhere off-planet. And now, the opposite feeling was building up. Ever since the truth came out, Ben had a thousand questions roaming in his head, and it felt like Vilgax had every answer he needed, everything he needed and wanted to know, and more.

There was a world full of wonders and discoveries out there, and he had the potential to find it all. It was surprising how he went from only thinking there was either good or bad in the universe to the person he was now, all thanks to Vilgax's care. He had never considered that someone could be both. It wasn't all that black and white, he was discovering gray on the surface of this entire story.

Vilgax was certainly someone who did a lot of evil and damage. But he also was a caring and protective father, and he had been making up for the years they spent apart whenever Ben came to see him. He even let Ben get Ghostfreak back, albeit with some modifications, and took samples from the Omnitrix just to be sure Ben would never lose the ability to become any of its species.

For someone who wanted to rule the world, it felt like Vilgax wouldn't be such a bad person to take that role. Even if he showed himself to be scary and really violent back when he didn't know who wore the Omnitrix, he knew what was right for Ben, and did everything in his power to make Ben feel at ease with him, make him feel safe. Like family should.

All Vilgax wanted from him, all Ben needed to do... was to accept following him and go back home, together.

Of course, he just couldn't leave yet. It wasn't that simple, he couldn't go away without a warning, he still had a life on Earth. But he also had much more awaiting him, away from here with his father. When summer would end, he had to make a decision.

Stay, or leave.

As he pat the small creatures reaching his hair and climbing on his shoulders, Ben made his choice.

If there was still something strong enough, meaningful enough, to hold him back, he'd stay on Earth and live his life as a human the best he could.

If there was nothing holding him back, if no one would stop him...

Then Ben would follow Vilgax. He'd leave everything behind him, he'd let go of everything that made him part of Earth, and would accept his life on Vilgaxia. He'd accept his role as the future heir. And most of all...

He'd embrace his role as future ruler of the galaxy.

Vilgax noticed Ben wasn't paying too much attention, seemingly lost in the feeling.

"Do you want to bring one with you during your stay with Max Tennyson?"

"And have to do all of the chores in the Rustbucket on my own, with extras, just to prove I'm responsible enough to get a pet? Not a chance." said Ben. "But, can I come and say hi to these little guys down here whenever I visit?"

Vilgax nodded, much to Ben's satisfaction.

**Notes for the Chapter:**

> Thanks for the wait, guys, here you have another lil' chappie!
> 
> I realized I didn't want Kevin to be "put as a bus", as people say it. Because he can't afford a ticket and I can't send money to a fictional character, of course, but also because he's NOT gonna have a skip to his teenage years right away. He now knows Alan Albright, who doesn't have a last name since Servantis' punny brainfart face didn't kidnap him to give him a last name.
> 
> Also some quality bonding between squidface dad and supposedly-squid-but-currently-human son. Ben might have a dog, but Vilgax has squid monsters.
> 
> (I've also seen that it's a common mistake that people think that, aside from Lugubras, those things are like Vilgax's babies or something. Thought it'd be fun to see Ben mistake those for what he'll never have).


	13. Unwanted Visitor

Ben ran off quickly out of the spaceship, followed by his bodyguards. He had to hurry before his absence got noticed.

This time, Vilgax had been even more satisfied than before with his performance. Aside from the wacky cartoon series he inspired and downloading himself and Gwen into a video game, Ben had managed to stop a plan of massive mind control all over the planet.

While it was hard to figure out what the Mummy and the Yenaldooshi were up to, Ben was able to count on both of his teams to stop them (he was still amazed by the two aliens' skills to follow them on the shuttle undetected) to neutralize and stop Ghostfreak's plan from taking place.

He was shocked to see the ghost alien again, especially after the utter humiliation he gave him last time. He was lucky Ghostfreak hadn't mentioned a thing in front of Max and Gwen about the Bounty Hunters when the two were fighting off his goons, otherwise he'd have to figure out how to get them away without arousing suspicion or having to hire new bodyguards afterwards.

Ghostfreak tried to possess him again, but Ben had a surprise of his own to give: the Ectonurite hadn't expected Ben to dish out his own Ectonurite form from the Omnitrix again. With both of them on equal ground, the evil alien couldn't possess him anymore, or find a way to get inside the watch while he was transformed. Ben had so much fun going around and possessing his enemy's henchmen when they expected it the least.

He had to admit he found Ghostfreak's grey chains and cuffs pretty cool-looking, especially with the spooky effect it gave when he switched from host to host. He had a lot of fun taunting the ghost alien, mocking him from trying to take the watch like any other crook, criticizing him for relying on others entirely to do something he couldn't. The Ectonurite had chased him around the ship, harming his own henchmen and losing his temper at every turn.

Ben's last strike was when he kept calling him 'Ghostfreak' over and over, after showing him he knew how to use his powers better than him. The Ectonurite had declared he called himself Zs'Skayr, finally giving the boy his real identity, and a way to know since when he had been up to this.

That's when he tried to go after Gwen and Max to lure Ben out, but the young hero managed to follow him when he used an alien that, for the time being, he dubbed 'Benvicktor', after the scientist at Cape Canaveral that turned out to be an alien too. It was really creepy to see a Transylian in person, but also very exciting to turn into one. Though he had to wait for the watch to recharge before using his new form, it was a fun game of cat and mouse between the two of them.

He was basically toying around with horror movie monsters. Except, in an oddly thrilling and terrifying way,  _he_  was the monster they had to avoid. And like most monsters in horror movies, he was the one coming out victorious at the end when Zs'Skayr thought he'd won.

Back at the shuttle, Max somehow managed to convince the scientists in there to not say a word about the 'Anur Infestation' they've had. It seemed he knew a military man that was in there, a guy called Colonel Rozum. Their grandfather apparently worked for him, back when he was supposed to be the first man on the moon (how cool is that?!).

Vilgax was relieved to hear Ben hadn't been affected even once by the Corrodium, and thankful the boy had managed to go through all of this without fear. Most of all, he was content with now having the name of the criminal that dared targeting his son. He'd have to look through his files, search the tabs he kept about his probes to know how the Ectonurite came to hear about the Omnitrix.

Other than that, things have gone pretty normal for Ben in-between his encounters with the freaks. He went farming with Gwen and Max, went to a very boring concert where he fought a giant weather monster (he found himself enjoying the rainy weather more than usual), and he met up with his old baseball team from Bellwood, the Cannons.

Of course, that meant having to deal with the fact he wasn't accepted into it, but it irked him to know Cash and JT were part of the team, just because some of the players got chicken pox. He would've gladly taken part in the team if he wasn't busy on a summer road-trip, dealing with the revelation he was an alien kid from outer space and that he had the most powerful weapon in the universe attached to him.

Gwen had lectured him a bit about using his aliens to cheat at carnival games that day. The young hero had brushed it off, claiming he only used Grey Matter for one game only, despite all of his prizes. And he was honest, Sixsix and Kraab had been the ones helping him instead. He wondered if it was showing off to ask two grown men, Bounty Hunters with years of hunting skills and practice, to win at rigged festival games.

It was unusual, but the two men seemed pretty used to being around and do silly stuff with him from times to times. They worked for him, so of course they had to obey him and stuff, but it was kinda nice to know there were more people on this road-trip than just his grandfather and cousin.

He thought of his hometown, Bellwood. When he'd get home, he'd have to ask his parents, his...  _adoptive_  parents, about what they knew. From what he got, Max hadn't told them about the whole 'kidnapping his old archenemy's son and giving him out to them'. So, they must've at least known Max was involved in him being part of the Tennyson family.

He also wondered how much his aunt and uncle knew about this. When discussing it with his bodyguards (he felt more at ease tackling that subject with them than Max. Or Vilgax, his father would not enjoy talking about his... 'replacements'), they assumed that if Max didn't tell Carl and Sandra who Ben was, Gwen's parents probably didn't know a thing either, aside from him being adopted.

He was curious how his aunt Natalie and his uncle Frank would react to it. Aunt Natalie would probably freak out, then complain about how her husband's family always had something out of the ordinary and that she wasn't surprised about her nephew coming from another planet. Ben thought it'd be wise not to tell her about Gwen learning how to use magic either.

Uncle Frank would probably be shocked, then sigh it out as another one of the things Max did to make their relationship strained. He'd probably come over to their house, then use his lawyer skills to let Ben stay on Earth (Ben was curious to see how that would go, his uncle against a space tyran in court). Good thing Max decided to put behind him his Plumber career to live with his family instead, him leaving was the last thing they needed.

Ben thought about how Ken would react. Ken was his cousin, Gwen's older brother, and the coolest guy around. He was three years older, so he could do a lot of stuff Ben and Gwen couldn't, including taking part in a small band at school where he played bass guitar. Ken would probably find it freakish that Ben was an alien, then shrug it off and ask him if he could fly or had laser eyes.

It felt a bit cruel to know he had to choose between his space family and his Earth family. Maybe he could fix them, putting them together, he thought. But Vilgax didn't look ready to give up his grudge this soon, and Max himself was pretty hard to convince. With the history they've had, he had more chances skipping grades and get ahead of Gwen regarding school work than getting them to become... not enemies ('friends' was too unrealistic in their case).

Other than that, they recently stopped at St. Louis, in Missouri. Ben had sneaked off while Max and Gwen were at the park to meet up with Vilgax. He sometimes wondered how the king figured out how to get on planet without getting noticed, his spaceship was hard to miss. He guessed people mistook it for a weird airplane, and Vilgax had said on numerous occasions he knew how to draw the attention away from himself when visiting a planet.

He had to hurry up before they noticed he was absent. At least he got a good excuse this time, he wouldn't need to improvise. And since he earned Gwen and Max's trust back, they wouldn't question it. He got in the park and started looking for the two Tennysons.

People were walking their dogs, being carefree with their families, playing frisbee all together. Maybe when this was all over, Vilgax would come to a park with them too, Ben felt his father had a lot of to deal with now that he was back in his life. The Squid Monsters seemed like they would've liked to follow him for a walk, considering they could survive on land for a while. Ben thought a swim would suit them better instead, and may be more fun altogether.

"Max, it's been so long since the last time I saw you. I can't believe it's you, after all this time..."

Someone was talking to Max. Intrigued, Ben followed the source of the voice. He went further in the park and saw Gwen's kite on a tree. She must've gotten it stuck. Though the trail of water next to the tree was a bit worrying...

He kept going and was glad to see Gwen and... Max... in his Plumber suit? And who was he talking to?

Next to both humans was a green alien person he didn't recognize. That person looked reptilian with a long green tails and tentacles on the back of her head, looking different from Vilgax. The alien had stripes on its face and tentacles and wore a dark purple suit. Ben hoped this wasn't who he thought this person was.

Gwen turned to see her cousin arriving.

"Ben! There you are! You won't believe what just happened." she said.

"Uh, grandpa? Who's this... alien?" he asked.

"Ben, this is Xylene. She's a 'Honorary Plumbette' and one of my old coworkers. Xylene, meet my grandson, Ben." said Max.

The alien inspected Ben with her three pink eyes. "Hmm, you didn't say you had more than one grandchild. Not that we pay attention to family matters that much where I come from. Also, I'm more than just an old coworker."

Ben didn't realize he started gritting his teeth when she spoke. Something about her didn't feel right, but he couldn't know why.

"Is that... the Omnitrix? Where did he get it?!" Xylene said, her eyes widening as she looked at Ben's wrist. The boy covered his arm when she said that.

"It's a long story." said Gwen.

There was something wrong with this woman. Whether or not she turned out to be like Phil, Ben didn't like this at all.

* * *

He had to leave soon, his empire was awaiting his return. Even though he had kept Ben waiting longer this time, his schedule was still considerably tight. He still had a hard time believing he had to schedule his time with his own son, all because Max kept Ben away from him.

Vilgax had to prepare for departure and think about what to do once he'd be back to Vilgaxia. He'd have to start looking for data about this Zs'Skayr and how he came to learn about the Omnitrix. He might as well build an Ectonurite prison for what that wretched being had attempted to do to Ben.

He knew that there was only about a month left until Ben gave his choice. Either Ben would follow him...

Or he'd stay on this dirt planet, under Max Tennyson's influence.

How did the old man dare take everything away from him? He lied to Ben, got him more than once to rely on him, depend on him and listen to him solely to turn him away from his fate. Max hadn't even thought Ben would already know the truth by now. It seemed the old Plumber was lost in delusions, in the delusion that Ben would ever be happy with his Earth life the way it was.

He had listened to Ben for hours, complaining about missing occasions, constantly being compared to that girl who had started using magic. Though it had been toned down as of recently, Vilgax knew exactly what feeling this was. He knew what game Max had been playing at, and a millennia wouldn't be enough for him to 'forgive and forget', as humans said.

It seemed this planet had made it a decision to make Ben believe he was nothing more than a human weakling, incapable of fending for himself and an easy target. If Vilgax knew anything about the Earth and how Ben seemed to behave, Ben felt miserable there. At least until he found the Omnitrix.

It was to be expected that these humans would make a mistake in the long run, letting someone they treated as prisoner get power. And now that Ben had a taste of the Omnitrix's power, he was bound to look for more after being caged in all of his life into the mindset he wasn't special or that he was just an incompetent brat.

For the time being, Vilgax could only keep guiding Ben, show him the way to power and aiding his son in developing the talent he's been denied. Even if Ben was still a child, Vilgax had no other choice but to leave him there until Ben gave an answer.

Either Ben would leave with him or... he'd refuse and stay there.

It angered the ruler that Ben had something keeping him far from home. He needed time to fix what else those vermin had done to the poor boy to make him feel unfit, inept to be a prince. Ben was proving himself to be the only one he knew was capable of all of those feats, he had shown off all of his prowess, everything he was capable of as of now.

Ben didn't know it yet, but a life of triumph and glory was awaiting him, regardless of whether or not he wanted to go back to Vilgaxia. This planet didn't deserve him anyway. If anything, Ben gave the Earth a semblance of worth by cleansing it from all those criminals who had repeatedly attacked him and his 'family'.

And speaking of criminals, he had to be wary of that group Ben had talked about, the Forever Knights. He had heard of them before, a group of medieval-based soldiers in armor who wanted to take over the world using alien technology while getting rid of any alien life they could find. It sounded hypocritical to him, but considering they were led by Driscoll, a former Plumber, he wasn't surprised these humans disregarded their own principles.

The Plumbers were falling apart for trying to take on alien life while disregarding their own limits, they were foolish to believe they were enough to stop him from leaving, from surviving more than once, from reuniting with his son, from raising Ben into a strong and fearsome Omnitrix wielder.

He would have to check for Ben's room when going back to the castle, Ben wasn't quite a baby anymore. Give him something to feel home and forget whatever he had while on Earth.

He was hoping Ben would be comfortable with a different environment to live in after returning. His people would have to appreciate him, he was the lost heir to the throne. A child as adventurous as him was bound to find admiration coming from his subjects. Ben would also have to adjust to the Chimerans of his age when he'd reintegrate their society.

But he was confident his son would find a way to enjoy the peace and prosperity their home planet had, Vilgax himself had went through a similar path. Though he originally grew out of the calmness surrounding him on Murray, his many encounters with the Plumbers, Max Tennyson and the other nuisances he had to deal with made him doubt if there was any better place to settle down, rule and raise a family.

Especially since Idraxx herself had decided to return there in their adult years...

His eyes widened before he sighed as he saw a trail of liquid on the ground, coming from inside the ship towards the hatch. Before they knew it, the two small Squid Monsters who were trying to exit the ship were caught.

"You're not going anywhere. It is summer on Earth and times are hot and dry where we are, you wouldn't survive a mile after getting out." scolded Vilgax, holding both creatures by hand.

The squids cried with small high-pitched sounds, seemingly pleading him to let them out. He knew what they wanted, and he couldn't really blame them for it.

"I know, you two already miss Benjamin. I miss him too, but he'll be back to visit soon enough." said Vilgax, petting them. "If you go back to your aquariums, he'll be back before you know it."

Vilgax had barely spoken that a blue figure entered the Chimerian Hammer's open door at high speed. The king was startled to find XLR8 heaving before him.

"Ben?! What's happening, what's going on?" asked Vilgax, frowning.

"Something came up." said XLR8, his face bearing an uncharacteristically spiteful expression.

* * *

"So, Xylene, what brings you back to Earth after all these years?" asked Max.

"The Omnitrix, of course."

"You're interested in it like everyone else?" asked Gwen, worriedly remembering last time they met one of Max's Plumber partners.

"Now let's not get too hasty, Gwen." said Max. "Xylene, tell her that's not true."

"Why wouldn't I be interested in the Omnitrix? I'm the one who sent it to Earth." she said.

While Ben left for a walk through the forest, after promising not to make another forest fire, Xylene explained to them how she came to send the Omnitrix to Earth and how Vilgax failed to get it, his entire ship exploding in the process. Though much to her disappointment, the squid being had survived.

"Well, the good news is that Vilgax is no longer a problem. Thanks to Ben, who should be back by now, his tentacles are cooling with the rest of his leftovers in deep sea. Ben took care of him, for good."

"Yes, well I'm sure you're just being modest about your role in all that." she smirked, putting a green hand on his suit's chest.

Little did they know that Ben was already back, angrily observing from behind a tree.

Thanks to what he learned, he discovered he could switch through his aliens while transformed by using the Omnitrix symbol. This was helpful when he got Heatblast instead of Stinkfly at first, though he settled for XLR8 when he realized he didn't have much time with Xylene here.

And thanks to what he heard, he knew who this woman was.

This was the woman who had taken the Omnitrix to Earth. This was the one his father had been chasing. This was the person who injured Vilgax to the point he had to wait before they could finally meet.

This woman tried to kill Vilgax.

He heard about the Mechadroid sent after her that still hadn't returned. It needed an update now that Vilgax knew the Omnitrix wearer wasn't an enemy, otherwise it'd keep chasing after Ben. Good thing his father gave him what he needed, as well as warnings against her and her telekinetic abilities.

She'd know how to neutralize the Omnitrix and maybe even disable it, Ben had to be careful with her around. But the worst of all is that Max and Gwen welcomed her into the campsite. He couldn't get rid of her without getting suspicious.

He  _could_  always sneak into the Rustbucket and try to take the Null Void projector, but who knew how much about the watch this woman knew and what she could do? If she knew anything about the Omnitrix, she could find a way back to Earth by making her own portal or anything of the kind. And unlike Phil, she was an alien, meaning she had powers and could possibly stop him from trapping her in there.

It unnerved him to know he had to put up with the enemy and let her roam around freely after what she had done.

"So since Vilgax is taken care of, guess you don't need to stick around here anymore." he spat out, announcing himself as he came by the table.

The three others were startled when they noticed his presence, and it took some hesitation from Max before he could register what Ben said.

"Benjamin! That's hardly polite!" scolded Max.

Gwen rolled her eyes at Ben's remark, though she felt that for some reason, Ben was annoyed like he had been a few weeks ago. Was this because Max hadn't told them about Xylene? Sure, it was surprising to know he had been friends with aliens in the past, pretty close considering Xylene and Max seemed to have a thing.

She wished Ben wouldn't make a scene right now, they went over this already. Was Ben concerned about Max finding a date at his age? He did look uncomfortable when she told him he met their grandma at the same park they were a few hours before, while he had been taking a swim at Mississippi.

Gwen was a bit curious as to why Ben was using Ripjaws more and more recently, he seemed to have taken a liking to being a water alien.

"Sorry, didn't mean to sound rude." said Ben.  _'I was just thinking it really hard, it wasn't supposed to come out of my mouth.'_

"Where were you at all day? You've been ditching us a lot since Xylene arrived." said Max.

"I just took a walk earlier, and I ate dinner too fast, didn't want to be sick in front of our  _guest_."

Thankfully, they hadn't noticed he was gritting his teeth at the last word.

"Well, at least you finished your meal this time. See, worms aren't all that bad when you get used to it."

With her cousin being over a dozen aliens, her grandfather dating an alien and their guest herself being an alien (if it turned out Xylene was their grandmother, it wouldn't surprise her), Gwen concluded she was definitely the most human member of the team. Even if she had been practicing magic as of recently, she was still the least weird member of their family (as far as she knew, nothing new).

"Hmm, these children inherited your good taste in cooking."

_'Relatively.'_  thought both Ben and Gwen.

"What do you know? A chef like me knows how to make the tastiest dishes out of dirt." said Max, looking at Xylene.

"You still haven't lost your charm over the years." she said back.

Ben felt he was about to puke. Not just because of her coming in, but because of Max's behavior. He didn't have qualms about limits and leaving someone to burn when it came to Vilgax, and had encouraged what Xylene had done as well as glorifying Ben's lie. Ben still hated the idea that he killed Vilgax, even though it was just a cover. But it felt more like an accusation than a praise, and with how Max had been acting, it felt like an insult.

Max had been acting like an hypocrite ever since Xylene came and it was driving him crazy.

Meanwhile, the Uxorite took out a small grey cylinder with purple lines on it. It made a small sound, before she declared "A transportation will be on its way shortly."

"In the meantime, you'll be our guest. We'll use the time to... catch up." said Max. This earned a smile from Xylene, and another glare from Ben. "So, you guys don't mind cleaning up, do you?" he winked at his grandchildren before putting his arm on Xylene's back.

Both kids watched the adults leaving in the forest before speaking out.

"I. Don't. Like. Her."

"Really? I  _never_  would've guessed." teased Gwen with a smile.

"Remember what happened with Grandpa's old partner Phil?" asked Ben, clearly worn out. "I'd better do an undercover investigation, hero style."

Gwen rolled her eyes at Ben's antics, though he seemed less enthusiastic than expected. It felt like he was taking Xylene as a serious threat, and while he had a tangible argument, she doubted it was the case with how 'lovey-dovey' Max had been with the alien woman.

Then she realized Ben was dumping his chores on her again.

"These dishes aren't gonna wash themselves, you know!" she told him as he left, fiddling with the Omnitrix again. Then, she recalled having powers too as of lately. "Or will they?" she asked herself, picking her new spellbook out of her pocket.

* * *

"The youngsters..." said Xylene. "I never thought you'd turn out to be of the domestic type. Don't you miss your Plumbing days?"

"Well, we still get our fair share of excitement around here. 'Specially since you dropped that little present of yours on our laps." said Max, unaware they were being spied on.

"You haven't aged at all since I last saw you."

An Ectonurite was sending both adults a death glare through the night, flying right next to them unnoticed. He heard as they talked about their past memories, their last mission together...

Ben hated this. Max abandoned all of that world to raise a family. He may have been allowed to reenter the alien business because of what he did to Vilgax, but the rest wasn't supposed to matter, he had other things to do.

So why was this woman so important to him? Max was married, and even if they heard their grandma was gone, he wasn't supposed to flirt or have a relationship with an old alien friend. Especially since Ben and Gwen saw every bit of it.

Unless Max was already planning for them to shut up about it and never tell their parents...

"With Vilgax out of the picture for good, there's nothing keeping you here any longer. I could use your help out there." she pleaded.

Ghostfreak's eye widened. No, Max was gonna refuse. He wasn't coming back now. He was never coming back as a Plumber, it was over. He shouldn't even have to think about it, he had to refuse.

He just  _had_  to refuse.

Max hesitated. "Another tempting offer..."

Though neither of them heard it or realized it, Ghostfreak left with a spiteful throaty hiss, almost worthy of his DNA donor.

He just discovered how low the old man has fallen.

* * *

Gwen groaned as she was brushing the broken pieces together with a dustpan. Using magic to make dishes clean themselves was a bad idea when she still needed experience. She remembered it took Ben about a month to almost master Heatblast's fire blasts correctly, she too needed more experience before trying anything new.

She yelped as Ben stepped on the mess she was cleaning up.

"Ben!"

"Ah! Uh, sorry, Gwen." apologized Ben. "I didn't see you. Um, what happened here?"

"Don't ask." she said, annoyed. "So, what's up with Grandpa and Xylene?"

Ben frowned. "I was right about her, she's bad news."

"What do you mean?"

"She wants to take him back to space and leave us behind."

Gwen stopped, turning to her cousin with a confused look. "Ben, are you sure of what you're saying? Grandpa can't leave, he retired."

"She literally asked him to come with her and he's considering it! Never mind that he didn't answer yet, she wants him to be with her again and work with her because she wants him for herself!"

Gwen was taken aback at how angry Ben seemed. He looked tired, his eyes were worn out. It reminded her of how her Uncle Carl looked whenever they mentioned Max at family reunions, if Max wasn't present. Ben obviously didn't like Xylene, but...

Did Max really consider leave his life on Earth forever?

Her dad and uncle would  _never_  forgive him for disappearing after the summer ends. And... if he said yes now, was he going to bring them back to Bellwood tomorrow?!

"Hold on, Ben. If he didn't answer, maybe it's because he wants to say no but doesn't know how to? Maybe he's trying not to disappoint her or harm her feelings? You know how terrible Grandpa is with reveals." suggested Gwen.

Ben took her words into consideration. "Maybe. But I still can't believe this alien woman who thinks she knows everything about Grandpa would try to keep him away when she knows I can't be trusted with the watch on my own!"

Gwen raised a brow. "...what?"

"Look, even if I act like I don't care, I know I'm not the best choice for wearing the Omnitrix, and I thought Grandpa could help me out with his Plumber experience to be more responsible with it and..." he looked down, remembering the reason he even wanted to use the Omnitrix despite how freaked out he was at first, "...and make things better instead of making them worse. But if Grandpa is gone, I don't know how I can deal with these powers."

"I'm sure Grandpa would say no to her, but Xylene doesn't have anything to do with this."

"Yes, yes she does. She's the one who sent the Omnitrix to Earth, right before it went towards me when I found it. She should know she can't let someone like me have it without someone showing me how to use my powers, just like Tetrax told us." he clenched his fists, realizing Tetrax would've never trusted him with the watch if he knew his real identity. "And now, she has no problem with taking Grandpa from us and pretending to be 'Grandma Lizard'. She doesn't even think the universe is at stake, she doesn't care about anyone but herself!"

Losing his temper, he kicked into the pieces of broken plates on the ground.

"Ben! Ben, look..." Gwen calmly said, trying to help her cousin cool down. "We'll, we'll figure this out. Xylene has no idea you're a doofus, you're right." He seemed more at ease with her humor. "Grandpa will tell her about it and that he needs to stay with us and everything will be alright. You don't have to worry, remember that he's on our side, and it's your side too."

Ben gave her a sad look. "When you say that, I want to believe you so bad..."

She sadly smiled. Ben was more responsible than she gave him credit for, despite not knowing how to be responsible with his powers. But they'd figure this out eventually.

A gigantic drone interrupted them as it walked heavily on the ground with its metal claws. It deployed its tentacles at them, trying to catch them. Ben knew this was the Mechadroid that Vilgax sent after Xylene. It was still looking for the Omnitrix with its outdated data, and followed Xylene until she went to them.

Another problem she brought, even though this one was somewhat on Vilgax.

"Isn't that one of Vilgax's robot buddies?!" she asked as they ran to avoid the tentacles.

"Yep!" he said as he dragged her away from missile blasts. "Looks like even when he's gone, his toys are still there. It must be after the Omnitrix!"

When he made sure they were far enough, Ben ran up to the drone, dialing Four Arms. He transformed as soon as the missiles collided with him. Good thing Sixsix taught him Tetramands were strongly immune to fire, he had a good reason to go with the bruiser this time. And before anyone else knew it, he had things ready.

From under his shirt, he pulled a rectangular disk that looked like a mix between an old-school floppy disk and a computer circuit board. He rammed it into a hole in the robot's head, where he knew the drone would take it in. Then, he started punching.

The drone hadn't done anything to fight back or get the Omnitrix. Now that it had new information, it knew better than resist and oppose him. After all, it now recognized him as its second master. Four Arms used all of his strength and rage, and put it into his punches as he destroyed the willing drone bits by bits.

Through gritted teeth, he spoke low enough so that Gwen wouldn't hear him. "Trust me, this all hurts me more than it hurts you."

Gwen considered using a spell, but as soon as she found the right page, Max and Xylene came in. And as soon as they were in the picture, Four Arms was done destroying the robot that attacked them. While Max was prepared, his blaster out, and Xylene was flying with her eyes glowing, Four Arms had opened the machine in half with his bare hands, tearing it apart before the two adults.

Max and Xylene stared, a bit shocked at Ben's performance. Gwen was used to it ever since the Phil incident, even if that was still creeping her out, so she didn't make any remark about his newfound aggressiveness.

"Ben?" asked Max, unsure.

Four Arms turned around, an obvious look of annoyance on his face. "Hey Grandpa. Sorry about the mess, guess I got... a little carried away."

"Yeah... maybe just a little." said Max, observing the battle's remnants. He turned to Xylene. "Guess that Mechadroid was the same one that fell to Earth with you."

"Good thing Ben stopped it in time, eh?" said Gwen, nudging her cousin.

"Apparently, they develop the ability to amalgamate mechanical devices, in order to fulfill their programming, namely retrieve the Omnitrix." explained Xylene.

She looked at the destroyed robot, seeing its main bits were scattered everywhere on the dirt. She had to admit, this kid was more destructive than she thought. The way he rushed to get done with this before both she and Max came back almost felt familiar, as if Ben was trying to prove he didn't need anyone...

"You are sure you completely destroyed any part of the Mechadroid that could revive it, aren't you?" she asked.

"Yes, I'm sure." huffed Four Arms. "Give me a break."

"A Galvanic Mechamorph would've been more appropriate if you wanted to be truly helpful."

Four Arms rolled his four eyes. "Are you talking about Upgrade? Yeah well, you're not the boss of me."

"Come on now, Ben." lectured Max. "Xylene probably does know a thing or two about the Omnitrix. Maybe you should listen to her."

"You're taking  _her_  side?!" Four Arms angrily pointed at Xylene.

"You're being irrational." deadpanned the Uxorite.

"Well, if I'm such a mess-up, then why'd you send the watch to ME in the first place?" the Tetramand growled.

"I didn't send  _you_  the Omnitrix. You  _found_  the Omnitrix before it reached its intended recipient."

There was a silence as Four Arms was clenching his fists. He didn't know what was stopping him from tearing her down anymore.

"What?"

"The pod containing it veered slightly off its intended course." she explained.

There was something grim in Four Arms' expression, his arms were trembling. "I got the watch by mistake?"

"Of course." said Xylene in a matter-of-fact way. "You didn't believe that I would purposely send the most powerful device in the universe to a child, did you? I was sending it to  _Max_."

"Guess it would make more sense, Grandpa being a Plumber and all." noted Gwen.

She didn't realize her input wasn't helping. Ben was in a bad mood, and he already hated Xylene. She noticed too late her cousin was back into his brooding state, and with the way things were going, it would only keep getting worse.

"Oh well, great! Just take it back! And you two can cruise around the universe,  _see if I care!_ "

Four Arms picked the destroyed remains from the ground and ran to the forest, stomping angrily.

"Ben!" Max called out. But Ben was already gone, and he probably wouldn't listen even now. "Gwen?"

"Um, Grandpa..." Gwen hesitated.

Either she went after Ben to reason with him, or she tried to get Max instead. On one hand, Ben seemed to appreciate her advice more lately, but from what he told her, this wasn't just a tantrum. He just felt left out because of Xylene, he didn't need anyone lecturing him. On the other hand, she couldn't tell Max about what Ben was mad about. It might disappoint Ben or make him regret talking to her.

If Ben needed help, it had to be from Max. But she couldn't spill the beans about what he told her (why were secrets becoming more and more frequent in their family?).

"Grandpa, I think he needs you on this one." said Gwen, unsure.

Max thought it over. If Ben was mad again, he may be thinking irrationally, like Xylene said. Though he could've just felt insulted by her remarks, this was going to be a problem.

Last time, Ben wouldn't talk to him or Gwen for days unless they were the ones engaging in a conversation. And even then, Ben didn't talk too much. He had to be reasoned with before the rest of summer vacation goes away.

"Did I say something wrong?" asked Xylene, interrupting his thoughts.

"It's... nothing, Xylene, Ben has just been in a bad mood this whole summer."

"I've noticed." she looked at the footprints the Tetramand left on the ground. "He almost reminds me of our  _old friend_ , the way he doesn't seem to like me."

"Don't say that." said Max. "Ben isn't anything like him."

* * *

"Raghr!" gnarled the alien, tossing the Mechadroid's pieces away in anger.

Sixsix and Kraab knew better than to interrupt him when he was mad at Max or anyone else, so they just stood by. Surprisingly, the boy wasn't taking his anger out on the drone, he just stood there with a resentful expression.

"Who does she think she is, trying to mess with my family and pretending everyone is okay with it? I wanna tear that lizardface apart, until she apologizes for everything she's done." he scoffed.

"That Uxorite holds no knowledge of-"

"Cut me some slack, Kraab! That old lizard hag deserves a lesson, doesn't matter if she knows who I am or not!" roared Four Arms.

He slammed the Omnitrix symbol on his shoulder, reverting back to himself.

"I don't care what it takes, I'm gonna find a way to make her shut up next time she tries to boss me around. Like Grandpa!"

Sixsix asked a question, which Kraab translated to "Is the old Plumber a cause of trouble again?"

"Yes." growled Ben. "Grandpa is back at being an hypocrite. Why am I still surprised, he's still lying to me! I'm giving him a chance to explain, but that doesn't mean he didn't do anything wrong. He's the one who took me away from my dad, he's the one she wants to give the Omnitrix to all while snobbing me, he's the one letting her make a fool out of me, he's still lying and it's making me lose my mind!"

He kicked a rock with his foot, losing his patience.

"I don't need him to be my guide or to show me around, my dad's been doing that for me ever since I knew Grandpa was just a liar! I hate that, I hate what he's doing, I hate what they're making me go through, I hate that he keeps lying, and I hate Xylene! I hate her, and I hate the Plumbers! All of them! I wish there weren't any Plumbers on this planet anymore, because all they've been doing is ruining everything over and over for all my life!"

Unbeknownst to him, the drone he had thrown behind a bush heard his every word as soon as it gathered itself fully. And with everything its new master had wished, it had found a new purpose, heading towards the campsite where it was looking for a new target.

"Now that we're on our own, I wanna show that lizard what I'm made of, and you're gonna help me."

Both Bounty Hunters prepared their weapons eagerly. That wasn't what Ben had in mind.

"No, I meant, helping me figure out Master Control."

"Oh." Both hunters set their equipment down in disappointment.

"First time I had it, I unlocked it randomly by twisting the dial around. I wanna prove to that stupid two-bit Plumber I don't need her or her advice to use this thing. So help me figure out the possible combinations for it."

Though this wasn't exactly what they expected, both men complied and took a look at the device, starting to turn the dial in different directions.

* * *

"I'm sorry, Max. I must admit these human offspring are a mystery to me." apologized Xylene while holding hands with the old man. "On my planet, once you hatch you're on your own. Well, soon you won't have to worry about them."

With some luck, maybe he'd say yes. She remembered his other ex-partner always made fun of them whenever they were on a dinner or just talking, asking them if he had to bring anything for the wedding. Then for a little while, it was just the two of them.

She missed Max a lot, though she definitely didn't expect the children who were with him. That orange-headed girl seemed to have some grasp on mana, if her old chats with Verdona were correct about the name of that power. Though the magic she saw was blue, that child could become a good Plumber if she ever got a better grasp on her powers.

The boy, Ben, was different though. He wasn't anything like Max, or like any human she met before. She had a hard time believing he was the one who defeated Vilgax, he didn't look like he could do anything of the sort.

At least she knew he and Max were family. They've had some mutual trust in each other despite the young human's behavior. She seemed to have disturbed it though, he might've felt threatened by her presence. Though she felt she didn't need to apologize for what she said about the Omnitrix.

He wasn't meant to have it, the only reason he could even use it was because he was related to Max, nothing more.

So if Max finally agreed, maybe they could be together again... They were sitting in front of each other, the night was still very much similar to the one they've had before saying goodbye to each other...

Sadly for her, a blinding white light illuminated the campsite, interrupting the night as the very intact Mechadroid landed right in front of them. It sent a metal claw at them, ready to take them down.

Xylene instinctively pushed Max away, before the metallic limb collided with her, sending her several meters away into the forest.

"Xylene!"

Elsewhere, Ben just realized his mistake as, once again, he was followed by his bodyguards. The drone just fixed itself, but rather than go back to Vilgax, it went straight for the campsite and now attacked Max and Xylene.

What was going on? Vilgax told him the disk he was given would only make the drone obedient, and even though Ben trusted him, he had checked using Grey Matter when he didn't understand how the device worked (his father's explanations were too elaborate for a 10 year old kid to understand). It wasn't supposed to attack people randomly.

Of course, these weren't random people, these were Plumbers who would've reduced it to bits had Ben not done it before. Maybe it thought they were keeping him prisoner, or that they were a threat to it. Which was correct, but could've been avoided if the drone had simply settled for returning to the Chimerian Hammer instead.

It didn't matter, he had to go and stop it.

Only if he wasn't timed out by Sixsix and Kraab's attempts to get Master Control for him. At some point, they started arguing over who should be doing it while trying to get results, messed with the watch and ended up fighting each other with their bare hands (well, more like pincer and armored hands, but it was beside the point) while Ben tested out a new alien.

The new guy he got kept him busy as he started gathering pieces of wood all around, building a skateboard at high speed and destroying it immediately afterwards. He didn't know what to call him yet, but it sure was a feisty alien.

They realized way too late the Mechadroid was leaving, after it absorbed Sixsix's blaster and took Kraab's pincer away, leaving the two hunters almost weaponless as it left to attack the campsite. And the trio arrived to find Gwen, sending blue energy blasts to the machine to no avail.

And to Ben's horror, the machine struck on her with a metal claw, sending her flying in their direction.

"Gwen!"

Sixsix ran and jumped to her, catching the girl mid-flight and bringing her to Ben.

"Gwen! Gwen, please, wake up! Are you okay?!" Ben panicked, shaking her as Sixsix and Kraab checked her injuries.

"She's merely knocked out, young master." said Kraab. "But the Mechadroid did injure the side of her head. She won't die but she'll need medical treatment quick before it gets worse."

Ben turned to the drone, angry at it for what it did. What was it doing?! This wasn't what Vilgax made them for, no. Vilgax wouldn't make a robot attack a defenseless person like this, especially when Ben told him more than once that Gwen could be useful to them.

That robot was causing more trouble than needed, he had to set things right with it. But to his surprise, he saw the Mechadroid tangle Max in its tentacles, shocking the old Plumber painfully as it bound itself to his suit.

"No, come back, now!" shouted Ben, unsure of who he was talking to.

But the drone couldn't hear him anymore, it fled far away from them, carrying the Plumber with it. Ben sighed as he realized he had to rescue the old man again. But before, he had other things to deal with.

"You two stay with her while I deal with the drone." ordered Ben. "They might see you without your equipment and you can't defend yourselves entirely. I'll get your weapons back to you, you take care of her."

Despite the danger it presented for their liege, both Bounty Hunters nodded, something told them Ben could deal with this without their help. They sneaked into the Rustbucket while Ben ran to Xylene.

The Uxorite looked dizzy as she tried to get up. She just reunited with Max, and Vilgax ruined it again. Why did it always have to be him? She blinked as she saw Ben glare at her.

"There you are. Your cousin is here, trying to stop that thing from..." she coughed. "Max! Where is he?!"

"Gwen is resting now, that drone hurt her badly." snarled Ben, hating how she was still focused on Max. "The Mechadroid left after merging with his suit, it took him away and I hate to say this, but I can't do this on my own without Gwen so help me or get out of my way!"

Xylene's eyes widened before she frowned. "I thought he would've trained you into being more careful with Vilgax's drones, but this doesn't matter." she said, angering him even further. "We have to look for Max immediately."

_'Oh, so you care about any other being than yourself, lizard jerk?! Maybe you should think about Grandpa more, you'd understand he's giving up his entire family for you. Unless you Plumbers don't care about what family means...'_

"Time is crucial. As we stand here, it's collecting more and more items, becoming stronger for its final battle with us. Where would the Mechadroid have access to the most mechanical items in this area?"

"If I remember my geography classes well (and I usually don't), St. Louis is famous for being the biggest river ports in the country. We need to go for the docks. But why is it gathering material when I have the Omnitrix right here?"

"Despite your cruel lack of experience, you still managed to destroy it last time, it knows it's not enough in its current state to defeat you." she said. With every minute that passed by, Ben was liking the idea of letting the drone loose on her more and more. But he needed her help. "That's why it took Max with it, it's setting a trap because it knows we'll come and rescue him."

She took her remote out again, projecting a map of the area with the town and sea around it.

"If we can get there quick, Max and I will be able to follow our talk, now-" she paused, seeing Ben was running away with a board in hand. "What are you doing?"

"I don't have time to hear you talk about your feelings for my grandpa while he's almost about to die, so come on!" he spat, gritting his teeth before riding on his hoverboard.

Decidedly, despite what Max said about their 'old friend', Ben was more like him than she thought.

* * *

Both alien and human-turning-alien kid stood behind a shipping container as they heard the Mechadroid absorb more and more weapons. It was using the nanotech in Max's Plumber suit to tear down the containers and absorb the nearby items, some of which included a tank.

Ben still had no idea what the drone was doing, but he wasn't going to let it harm Max before Ben got an answer. From the drone or from Max, it didn't matter at this point, the machine almost made him forget he was mad at the old man.

"I have an idea, but you must trust me. Your grandfather's life depends on it." said Xylene.

"I don't."

"Ugh, you're so stubborn it's infuriating." she said, using her telekinesis to drag Ben's arm to her. She forcefully twisted the dial and turned Ben into an alien.

The boy grunted as he felt his body change. When he opened his eyes, he had become a small green alien with a green tail, what felt like many tongues and a big appetite.

"A Perk Gourmand, eh?" said Ben, recognizing the alien he had decided to call Upchuck when Vilgax showed him the different species inside the Omnitrix. "Sorry, but I have other plans."

Upchuck hit the symbol on his wrist and reverted back into Ben.

"What are you doing?!"

"Doing things my way." His attitude was so familiar Xylene almost felt like leaving him be with his ego and spite.

Ben turned the still green dial on his wrist, instead choosing the aliens he had unlocked earlier. His body was changing and shrinking again, except his skin became hard red. He was smaller than Upchuck, but was faster, stronger and smarter. When the light faded, an imp-like alien was standing there instead.

"Hmm, a Planchaküle from Aul-Turrhen? Their knowledge of machinery might be of use, yes."

"It's Juryrigg for you!" said the alien, burning mad.

With high speed, Juryrigg rushed to the Mechadroid. It once again recognized him and did nothing to oppose him as he took it apart bits by bits, slowly but surely freeing an unconscious Max from the tentacles.

Soon enough, there was nothing left from the war machine but destroyed pieces, and he had made sure to leave Max's Plumber suit with it. He wasn't gonna need it any time soon.

Juryrigg carried the old man to Xylene, throwing him in her arms.

"Hey! What's with you and mishandling your relatives?" called out Xylene.

"I don't mishandle relatives. On the other hand, I hate hypocrites." said Juryrigg, gritting his devil teeth. "Now I'm gonna reprogram that thing to go away forever, where we'll never see it again."

Xylene sighed as she took Max with her, while Juryrigg had started regrouping the parts to recreate the drone. Her old lover looked peaceful when asleep, so innocent...

She used her powers to carry him, he had gained some weight since last time she took him away from danger after a battle. They really needed to stop meeting like this, and she needed to find another occasion to see him.

Away from work, away from Vilgax, and away from that kid who made it no secret he hated her.

Though for some reason she ignored, she felt some of his anger was directed at Max too.

* * *

Max sighed in relief when he saw his granddaughter move, making a small whine as she finally woke up.

"G...Grandpa?" Gwen asked, putting a hand on her head. She was startled when she felt a band on it. "What happened?"

"You were hurt by the Mechadroid. Ben said he used Grey Matter to heal you before he and Xylene came to battle."

"I hope they weren't fighting each other too much." she rolled her eyes, humoring Max. "Where's Xylene?"

"She's gone. There's a new DNA weapon out there and after seeing the damage the Omnitrix was involving, she preferred not to stall and go look for it right away."

"You didn't go with her?"

"It's a big galaxy out there, but right now you kids are my whole world."

Gwen smiled. Max wasn't leaving after all, Ben would be happy to hear it.

"What about Ben, is he okay?"

"He spent the whole night looking after you." he yawned. "I think he's still mad about what Xylene said. I don't know if I should let him be until it goes away or go and talk to him about it."

"He needs you, Grandpa. But to be honest, I don't know either. Maybe you have to go talk to him, or wait until he wants to talk." She paused. "Ben isn't the same ever since he found the watch, I can't confront him about this anymore."

Max nodded. "For the time being, we should get ready for our next stop. I'll get you head medication when we're good to go."

"I'll take the front seat!" claimed Gwen. Not gonna leave Ben a chance this time. Speaking of which... "Where's Ben?"

"He went on his own in the forest again. Maybe he still needs time to think about all of this."

Elsewhere, Ben wasn't alone. He was giving back their equipment to his protectors.

Juryrigg's genius had not only improved the Mechadroid, he also enhanced Kraab and Sixsix's weapons, to which both hunters were thankful.

Now the drone was connected to Kraab's metallic skull, sending it data to decipher. While the Omnitrix could do the same with Grey Matter or Upgrade, Ben felt both physically and emotionally worn out, he'd rather ask for help instead.

"So, what is it saying?" asked Ben.

"Hmm, it seems the Mechadroid was specifically targeting Plumbers. It wasn't seeking the Omnitrix anymore."

"Was this because of the disk I put inside?"

"No, young master. The update doesn't have anything of the sort affecting the drone's functioning. While the new commands it received preceded the attack, the data I'm seeing has nothing to do with it. It seems the diameter recalibrated itself on its own, around the time... you brought it with you away from the Plumbers."

"So it just decided to attack Grandpa and Xylene because...?"

Sixsix gurgled a supposition. "It's possible your argument with the Uxorite and her allying herself with Max Tennyson convinced it they were your enemies." translated Kraab.

Ben thought it over. It wasn't completely out of the question, he hated her. With how she's been humiliating him, insulting him and Vilgax, treating him as if he was just Max's domestic dog instead of his own person and that every single of his accomplishments revolved around Max...

He almost enjoyed seeing the drone wreck everything and try to destroy her.

"You know, I'm not mad at you, big fella." said Ben, looking at the drone who retracted its tentacles. "You tried to protect me or help me, but I don't need any of that for now. The bad guys who I fought recently aren't as bad as they look, I'm not in danger for now. But thanks to you, I finally got rid of that lizard. So, you did well."

The robot bowed after receiving its master's praise. While he was scrawny and small compared to its other master, he radiated the same pride, calculating mind and authority its creator gave. It was made to obey him, and saw no difference with the two of them.

"Go back to my father for now. We'll get your help when we need it someday, but you can go back to your other robot buddies now."

"Um, young master, wouldn't it be wiser to keep the Mechadroid nearby?" suggested Kraab.

"Don't sweat it, Kraab." shrugged Ben. "We're already strong enough on our own. We don't need help from it unless it's an emergency, the three of us are already enough to take care of anything." Both hunters nodded, unsure of since when Ben had that much faith in them. "Besides, it could attack Grandpa again, and I don't want him to get suspicious about my dad. He's still pretty secretive and I know I can't trust him."

The two men fully realized then that Xylene wasn't really the problem, she just brought it to light.

"I can't believe he even thought about abandoning us, that he thought about what she said. I thought he was honest when he said he abandoned his Plumber life, but no. He really was ready to come back to it any time, and be rid of us." he clenched his fists. "He's been acting like a hypocrite more than once this summer, and he kept lying all this time, no reason to let him know about what my father's doing. And a drone like this one, one I was supposed to destroy, is a dead ringer for trouble."

Ben frowned, taking a deep breath. Despite what he was trying to convince himself from the moment Vilgax had revealed Max's past, he understood that Max wasn't planning to keep his word as truthfully as he wanted him to be. He was tired of playing this little game, and it didn't make things easier that they weren't done.

"I'm not going to forgive him for what he did. He's done damage and I can't ever forget what happened. If he thinks he can just decide to go away when we need him the most..."

* * *

" _...I might as well do him a favor and be the one disappearing from his life instead._ "

Vilgax abruptly shut down the footage his drone was currently projecting, he's seen and heard enough.

He was quite impressed by the new model of Mechadroid he had received in the morning. With the necessary blueprints, he could possibly mass-produce them, all thanks to Ben's new alien. However, that idea wasn't what occupied his mind at the moment.

No, what Vilgax The Conqueror was thinking of, was all the destruction he'd have to wreak upon this dirt planet for what he had witnessed. What did Ben even go through? How could anyone with dignity treat a child,  _his_  child, of the sort? It didn't even have to be a human, all Plumbers were scum that wrought pain to their family for years.

He grasped the exposed part of his face with a clawed hand. If he could just have Ben go with him immediately, they could worry about the Earth later. Now Vilgax was all ready to plan out an invasion, but he knew he had to trust Ben's decision.

He remained calm as he saw the Squid Monsters were roaming free again, still missing their new owner. It was understandable, his son hadn't visited them in a while, they were bound to feel lost until his next return. Luckily for them, they had an inner peace their other owner lacked in his current state.

He couldn't stop himself for wanting that old man impaled as a punishment for every word, every action, every gesture that in a way or another caused Ben pain. They both had already suffered enough because of Max, and while it strengthened the boy's trust in his father, Vilgax hated that Ben was learning to appreciate him solely through resentment and spite against the Earth, not out of curiosity for his origins or out of familiarity with the king.

Max was torturing Ben like he was torturing him, the old man was begging for trouble if he thought he could get away with it. Though for once, Vilgax was unsure if he would make Max regret his actions again.

Or if Ben would be the one to seek justice and make Max Tennyson pay.

**Notes for the Chapter:**

> This chappie was longer than usual, for the simple reason things are getting started.
> 
> In this chapter, Ben meets Xylene and hates her! :D
> 
> Since Gwen is pretty smart, she would've connected dots or helped stopping the drone easier from another perspective, hence why I put her on time out for the battling.
> 
> Ben also has another Teen Ben alien on his roster now, to help him "achieve his destiny".
> 
> Glad you guys could make it to this new chappie and I hope I'll get to the next chapter soon! ^_^/
> 
> Heato, out!


	14. Delusional Day

Dark auburn clouds covered the sky above the wasteland, leaving a dim light brighten the destroyed city.

He had to escape, he had to leave, he lost so much. And if he didn't hurry,  _he_  would come to find him.

So much destruction, so many lost lives... All because he couldn't stop  _him_...

Everyone was counting on  _him_  to stop it, to save them instead of causing so much destruction, but what did  _he_  do?

The old man was limping as he walked through the ravaged streets. Good thing the drones weren't around here anymore, he couldn't have gotten rid of them in his current state. His Plumber Suit was damaged, he'd be a goner if they found him.

"G... Gwen..." he weakly said, mourning his granddaughter.

Max kept going, he couldn't give up now. He was weak, he was old, he was injured, he couldn't go further without hurting himself, he was bound to get caught. He wouldn't stop anyway.

His footsteps were heavy as he tried to get away from what was left of Bellwood, he was about to collapse at any second now.

He was alone, he didn't have his family with him anymore, they were all... gone...

All... because of  _him_...

He should have stopped  _him_  when he got the chance, instead of leaving  _him_  around until  _he_  got to know his weaknesses.

Max coughed as he struggled to pass through the houses' remains, he had a very slim chance of getting away and finding help.

And any chance he had before was now rendered null as a figure came from behind a destroyed building.

"You look like you need help,  _Plumber_." hissed a voice.

Startled, Max turned around, horrified and angered to see Vilgax.

"You're even more pathetic than in our last encounter." he mocked. "Look at you, abandoned by everyone... lost because you can't rely on anyone else to do your dirty job for you..."

"Speak for yourself!" coughed Max, in awful shape. "You tried to hurt my family for years, all for one watch. If I could, I'd- argh!"

The squid man was now strangling him with his claws, glaring at him with murderous red eyes.

"You're one to talk, Maxwell Tennyson. You made  _my_  family suffer more than yours ever did, this is only justice for what you've done. Tch."

He dropped Max without a warning, earning a resentful glare from the old man.

"You hid  _him_  for so long, I spent nights looking for him, raising him, training him. All of those things you neglected to do because you could never truly care for him like I did."

Max's look switched to fear when he realized what Vilgax was talking about.

"You... bastard... You made him do this, didn't you?"

Vilgax laughed, his voice booming through the battlefield. "How foolish are you? He did this on his own. He hated you so much, he was only doing what was right for him."

Max gritted his teeth. "I should've known I had to get rid of him as soon as I could..."

"Interesting confession for someone who's time on this planet is timed." declared Vilgax. He smirked as he saw Max cower again. "Don't worry, I won't get to kill you, I could never."

Max stared. There was a hidden meaning behind what he said, he knew it. Vilgax always had a trick somewhere, and he knew what it was when he heard footsteps coming in.

"That pleasure will go to someone else. Join us, Benjamin."

A young Chimeran, almost as tall as Vilgax but with a more youthful face and cruel green eyes, came into the battlefield. He wore an armor matching Vilgax's with hints of black and white here and there, resembling a soccer shirt Max knew all too well...

And on the Chimeran's wrist was the Omnitrix, ready for use.

"Hey, Grandpa." coldly said Ben. "You didn't think I'd let you get away so soon, did you?"

Max tried to move, but his muscles ached too much, he was worn out, it was over. He made a cry as the young man stepped in his ribs with a plated foot, preventing him from breathing.

"Now now, my son," said Vilgax, "why not say goodbye to this scum once and for all? And soon, you will take my place."

"Yes, Father."

He held a sword over the man's head. It was soon going to be over, Max Tennyson was going to die.

He was going to kill the man who harmed his father and took him away.

He was going to get rid of the man who made him think they were related, and treated him like so.

He was going to put an end to the one who's been protecting this planet for years and acting like his grandfather.

He was going to kill Grandpa Max.

He drove the blade down right towards Max's head.

* * *

"NOOOOOOOOOOOOOOOOOOOOO!" Ben shouted, getting up from his bunk sweating.

He heaved as he tried to understand what just happened, putting a hand on his forehead. A nightmare, that was it. He just had a nightmare, nothing else.

There was however nothing he feared worse than his nightmare becoming reality.

He heard something coming from the kitchen. For once, there was a delicious smell coming out of Max's cooking. If it weren't for everything that happened the last few days, he'd question it.

"Rise and shine, sleepyheads! Oh, you're already awake, Ben."

Before Ben could say anything, he heard the dial on the Omnitrix make a noise. Suddenly, it was switching between his aliens back and forth, without him touching it.

"Hey, what's up with this thing?"

He had to ask his father about it before they ended up with another alien telling him he misused the watch. It suddenly stopped, right before Gwen made a cry as she fell from her bunk and landed right into the ground.

Ben tried not to laugh as he helped her get back up. "Haha, hope you're okay, cous'."

"It's fine." she rubbed her head, annoyed. "My head still hurts after what the Mechadroid did, but now it's almost gone. Thanks for helping me out there by the way, I'd be in trouble if it wasn't for you."

Ben wondered when she decided to be that grateful, but didn't think too much about it before they went for breakfast.

"Hope you guys are hungry. I've cooked up one of my world-famous breakfasts." said Max.

Ben rolled his eyes, he wasn't gonna be impressed by his Grandpa anytime soon, not after what he did to him the other night. He was proven very much wrong when a plate of bacon and eggs arrived on the table.

"So, is this like, groundhog bacon and salamander eggs?" he asked.

Max laughed as if he was joking. "Hahaha, nope, nope! Just good ol' American bacon and eggs! But I understand if it doesn't sound good to you." smiled Max.

Both kids stared at him, then at each other. Did a weight fall over their head while they were asleep and they were now sharing a dream during their coma?

Though they were hungry, so Gwen started eating right away while Ben ate more slowly, unsure of what was going on. There wasn't anything alarming, aside from the Omnitrix acting funny for a few seconds, and Max making them a normal breakfast was weird, but not Earth-shattering (he hoped it wasn't the case).

Yet something felt wrong about this.

* * *

"You fools!" shouted Enoch, angered by what his goons had done. "You were supposed to maintain his mind into a state of positive dreaming! If he's inside a nightmare, he'll wake up sooner or later to find an exit!"

"We're sorry, sir!" apologized the scientists. "It won't happen again, we swear on our honor."

"It better not." seethed the Knight. "How did you even manage to fail one simple order?"

The scientists looked at each other nervously. One decided to step up.

"Well, we have noticed something unusual in this child's organism."

"If there's any leftovers of the alien DNA, it's not a problem." huffed Enoch.

"No, there are numerous bodily fluids in his body that do not correspond to any of the genetic data we've picked on this boy's transformations. He was injected unknown serums and vaccines that momentarily tampered with his mind when we first put him into the machine. It won't occur again now."

Enoch hummed. Did Max Tennyson anticipate their trick and do something to stall them? The Forever King did warn them against him more than once after all. Even if they already knew him and fought him before, this was still a bit unexpected.

"Keep working on removing that device! The Omnitrix must be mine!"

* * *

Clockwork dusted his hands off after pinning down the Detrovite.

"Nice new alien, Ben. Since when do you have him?" asked Gwen.

"We all have our secrets." said the clock alien.

Thanks to his time manipulation, he was able to slow things down and paralyze Vulkanus before things out of hand. He also was able shut him up thanks to a gooish fluid, courtesy of Sixsix and Kraab who were less discrete than usual. Good thing Gwen didn't seem to notice them.

The cheerleaders, probably from summer school, cheered him on as he went near their wheel. Clockwork's key started turning on his head and he shot a green light towards the wheel. The pieces suddenly flew back to it and fixed it, as if nothing ever happened to it.

"You're good to go." he bowed, speaking with his German accent.

"You're so awesome!" cheered one of them.

"And  _so_  cute." added another one, flustering the clock alien.

Then he saw something that startled him.

In the bus, walking to the window, a dark haired girl appeared, wearing the same cheerleader outfit as the other ones. She brushed off a strand of hair to reveal her face, and Clockwork couldn't believe Kai was there.

He blinked twice, his robotic face switching from amused to surprised like an emoji.

The bus suddenly departed without either of them exchanging a word, and Clockwork looked at it driving away from them.

"Kai..."

"Didn't she break your heart after we beat that Loboan in the desert?"

"Thanks for reminding me." growled the Chronosapien, annoyed.

He wondered what else was going to happen. He felt like something important was coming in today for some reason, he didn't know why.

* * *

The two Bounty Hunters had finally managed to get rid of the Knight's underlings.

They HAD to hope Ben wouldn't rat them out to Vilgax after they got to him. They failed to protect him, saw him taken by the Forever Knights and got found out by them. At least the Tennysons didn't find them out, so that was that.

Ben's patience was wearing thin, he wasn't as tolerating as he was in the beginning of summer vacation, or when they met him.

They recalled he was pretty bratty and easy to fool before Tetrax revealed himself to them. Then he progressively took on a harsher, more brutal fighting where he kept holding back, to the point they often had to cover for him so he wouldn't get too carried away.

If they failed, Ben could resent them, like he was resenting Gwen and Max.

It was a bit disheartening to see how their employer destroyed a family bond (though it seemed he still regarded Gwen as family) so easily for his own, but with the circumstances of Ben's kidnapping, they assumed Vilgax was in right to do so.

And Ben would soon be in right to destroy them, have them fired or handed to Vilgax's Squid Monsters for a light meal, so they hurried.

* * *

Ben twisted the dial of the Omnitrix again, he was feeling anxious without knowing exactly why.

Everything was turning out right this morning, so why was he worried?

He still had to confront Max about Vilgax, he had to understand what the problem was, he had to talk to Ben. They had problems to deal with between the both of them, Max needed to explain himself. Of course it'd be difficult, but Ben could hardly keep waiting.

"Hey!" called Max. "Who's up for pizza and games at Pizza 'N Play?!"

Ben blinked. This day was really awesome, if only a bit unusual. Why did Max suddenly want to take them for a fun ride after their breakfast? He didn't like them stuffing themselves with junk food usually, now he was encouraging it?

What was up with him?

"Ben!" whispered Gwen. "That's amazing, Grandpa is really making an effort to apologize after Xylene, isn't that great?"

Ben looked at her weirdly. "I guess?" He was glad she felt concerned, but this still felt... off.

This was so surreal, it almost felt like a dream.

* * *

"Ben? Are you okay? You haven't finished your plate." said Max, slightly worried. "Usually, you gulp it down quick without hesitation."

"Yeah, it's pretty fun to know you eat for all your aliens at the same time, sometimes." joked Gwen.

Ben sighed. This was wrong, he knew it. But what was it? Why was he feeling worried, uncomfortable, when nothing happened yet?

"I'm just... not in the mood for playing today."

"Is it because you saw Kai again?" asked Gwen.

"Kai? Wes' granddaughter?" asked Max.

"We saw her on a bus with a bunch of cheerleaders earlier, she was attacked by Vulkanus. I don't know what he wanted from her, but Ben took care of him until the Galactic Enforcers came in."

"If you don't feel well, we can go back to the camper if you want." smiled Max.

Ben looked up. "Can we... talk about this outside?"

All three Tennysons got up from the table. Despite being allowed to play freely thanks to Ben reaching the 1,000,000th customer count, they hadn't really played or done anything while they were there.

It was unusual for them to drop plans unless Ben or an alien issue ruined it. Now this could be either, he wasn't too sure.

Now that they were out, Ben could finally spill the beans, and so would Max.

"Grandpa, look... I'm tired of this by now."

"What do you mean, Ben? You can talk to me if you want to."

"I... I feel like you've been trying all day to sugar coat this. Look... I want to talk about what you've been hiding from us this entire time."

Max looked at him before turning to Gwen, who exchanged a concerned look with him.

"Ben... If it's about Vilgax, I decided to tell Gwen before telling you."

"Wait... what?"

"Truth to be told, I  _was_  a bit weirded out when Grandpa told me." said Gwen. "I mean, it kind of made sense, you could be as annoying as that squid face sometimes, you just  _had_  to be related."

"B... But... you knew I already knew the truth?"

"I wasn't sure." said Max. "I thought if I told you, you'd be mad I let you kill Vilgax when he wanted to take the Omnitrix from you. He was putting everyone in danger and wouldn't have listened." He sighed. "Maybe if he was still alive, we could've tried to reason with him for a truce, but you still did the right choice by choosing to save us over helping the bad guy take over the universe."

Ben was speechless.

Was... was that it?

He talked to Max about Vilgax, and Gwen got to know about Max's secret too. It was... over?

"Maybe it's not too late to try..." muttered Ben.

This was easier than expected, and not as heavy as he thought. Maybe he was making it bigger of a deal than he should have?

Suddenly, he heard a beeping. The Omnitrix was acting up again.

"Oh yeah! With everything going on, I almost forgot to show you!" Ben realized, remembering there were other matters to take care of beside this mess. "The Omnitrix has been acting  _really_  weird."

"Well, I wouldn't worry about it. I'm sure it's nothing." said Max.

"Really?" Ben raised a brow. Since when was Max this carefree about the Omnitrix acting weird? This day was really strange.

They suddenly heard a loud sound coming at them. A truck just drove past them, with its back door open. Was the driver that careless? Everyone was pretty relaxed today anyway.

Then boxes came out of the truck and fell in front of them, dropping a bunch of blue rectangular boxes. Curious, Ben ran to see what this was all about, and was surprised to find it was a video game.

"Huh?  _Sumo Slammer Space Wars_? This game isn't supposed to be out for, like, a year." said Ben. "I probably should return these, shouldn't I?"

"Nah, that truck's long gone." said Max. "I say play away."

"You sure? XLR8 is fast enough to... hold on. I..."

Ben paused, staring at Max and Gwen.

"Ben, you okay?" asked Gwen.

"You seem a bit troubled."

"I... I think I understand..."

"Understand what?"

"This entire day... why I felt so weird... why the Omnitrix was being weirder than usual... why you two have been so agreeable and I had no problem talking to you..."

Max and Gwen raised a brow.

"Why I could face you about my real dad without arguing... why I saw Kai again even though she doesn't go to summer school... why I won about everything today as if it was the best day of my life!"

He clutched the game in his hand, his arms trembling.

"All of this... it's everything I dreamed of... and it's what I'm dreaming of!" Tears were starting to form in his eyes. "Everything around, just all that happened today, it's all just a dream, nothing is real!"

He fell to his knees, unable to take it any longer. He now knew what was and what wasn't reality.

" _NOTHING IS REAL!_ "

* * *

The computers were going crazy, they had to keep the child asleep or else...

Unfortunately, the boy opened his eyes, tears and anger showing through.

"This time, I will not fail!" declared Enoch, not realizing Ben was awake as he threatened a scientist.

With a swift move, Ben kicked both engineers away as they were trying to remove the Omnitrix, almost feeling something crack as his feet collided with their heads.

" _Enoch_..." hissed Ben, almost uncharacteristically.

He immediately started twisting the Omnitrix's dial in all directions, too angry to care. "I don't know how you did this, I don't know what it takes, I don't know how much you know about me for making me see all those things, but you know what?" A new silhouette appeared on the Omnitrix, earning Ben a new DNA sample. " _I know I'll make you regret ever trying to mess with my head like Grandpa has been doing._ "

He hit the dial, and he felt his muscles expand, claws forming on his fingers, instincts strengthening. Orange and white fur with black stripes grew on his skin, his nose turned into a feline muzzle, and black claws grew on his wrists. He felt his eyebrows get bigger and his teeth get sharper.

When the light faded out, the tiger alien thrashed the metallic bed and sent it flying towards the humans surrounding him.

"LET ME TELL YOU SOMETHING, FOREVER KNIGHT ENOCH! RATH HAS HAD ENOUGH OF OLD MEN AND ORGANIZATIONS THINKING THEY CAN PLAY WITH RATH'S HEAD AND BE OKAY WITH IT!"

The Knight readied his energy blade as his goons shot at Rath, who ran on all fours to them unfazed before grabbing two of them and bashing their heads together. He made a roar as he took another soldier by the head and threw the body on other scientists trying to put him back to sleep.

Enoch ran to the Appoplexian with his blue laser sword, and was taken aback as one claw strike from Rath destroyed the handle producing said sword. Then Rath grabbed him and slammed him into the ground before repeatedly punching on the man.

Enoch made several screams as Rath could be heard trying to wreck his bones.

"THIS IS WHAT HAPPENS WHEN YOU MAKE FUN OF RATH'S DREAMS, THIS IS WHAT HAPPENS WHEN YOU USE WHAT RATH WANTS THE MOST AGAINST HIM!"

Though all the goons had left him to his fate, they knew perfectly well what would happen.

Rath wouldn't stop attacking until Enoch was permanently incapacitated, or dead.

* * *

The Bounty Hunters rushed to the door, they had to get there before the Tennysons did. Or before the worst they feared happened and their liege was defenseless.

The door of the building opened, and a blue blur came out before pausing. The Kineceleran unmasked himself, recognizing his guards.

"Hey guys, we can go. Party's over." said XLR8.

Both Bounty Hunters were unsure, before Kraab spoke up. "Young master, the old man and the girl are coming soon. Should we stay there until they arrive for you or...?"

"Nah, nah. It's all good." waved XLR8 nonchalantly. "You guys can even take the day off, I took care of all the bad guys for today."

If their armors could raise brows, they would have. Sixsix gurgled a question, that translated to "If I may ask, what did you do to defeat all of those Knights on your own?"

"Let's just say I... let all that anger out on them." he smirked, a somewhat twisted grin on his face. "We won't hear of Enoch for a while now. Race you two to the Rustbucket!"

The blue alien sped away, leaving his guards to follow.

"You know," commented Kraab, "it seems he's back to his cheerful mood. I haven't seen him smile like this in a while"

The Sotoraggian made noises of agreement, though he added something.

"Hmm, you're right. He definitely finds more enjoyment in battling than living with those humans for now."

With that in mind, they both left, unaware of the armored white figure that had waited until their departure to enter.

The Knight rushed in, followed by other goons, one of which was robotic. They had to look for the damage and see what was left of the battle. Enoch failed him again, maybe for the last time. He was looking forward to see what other excuse the lesser Knight could come up with before being punished for failing to retrieve the Omnitrix.

As they entered the labs, they found nothing but rubble. It seems the child had destroyed everything around him, or he pulled quite the battle against Enoch. The Omnitrix's power was something to be reckoned with, which is why they had to take it from the boy quick.

As he walked over the destroyed remains, he heard a noise. He turned around to find a hand coming from under a fallen piece of the roof, sticking from the air vent. Pushing it aside, he found the much injured body of Enoch, his golden mask crumbled to bits. It seemed as if his damaged mask was partially digging inside his skin while he was still moaning in pain.

Driscoll sighed, knowing this was going to be more complicated than needed. If his data was true and that child was truly the spawn of that alien fiend, they had serious trouble to take care of.

"Enoch, you failed me one time too many." said the Forever King. "I've had enough of your failures. You should be punished for your incompetence, but that kid I've sent you to neutralize has done enough."

He ordered to his men to remove the body and carry it over. Enoch wouldn't be able to walk for weeks after this, it was better to start the recovery as soon as possible.

"From now on, I'll be personally dealing with the Tennysons. Especially that changeling that has been usurping a human being for too long."

* * *

Ben sat on the roof of the Rustbucket, unfazed by his guards coming in.

Gwen and Max were surprised to see him so soon, they barely began looking for him. Max was trying to trace back the signal of the Omnitrix and they planned to go inside his head to free him from the dream machine. Ben found himself lucky to escape before they found their way in there, otherwise they might've discovered what he was up to since Vilgax came for him.

He simply told them he got rid of the Knights and left after waking up, claiming they didn't know how alien technology worked and failed to keep him asleep. They bought it, without knowing the utter massacre Ben had done with his new alien, Rath.

It was better if they didn't know. Ben never knew anything real about himself, it was only fair he gave back what he got after all.

"You know, this whole bizarro dream experience taught me something."

Kraab and Sixsix turned, listening to Ben who sounded like he had aged twenty years with how tired he was.

"These guys used my fears and everything I liked against me... but they didn't know what they were dealing with, what I was dealing with. I realize just now... I've been having the wrong idea this entire time." he said.

"Um, what do you mean, young master?"

"I always thought Grandpa always knew the right thing to do before, and I was mad when it wasn't the case anymore... but he was never like that to begin with. That's just how I always saw him. In my dream, he did everything to make me happy and reassure me, and he even agreed to talk about Vilgax and fix everything. But... that's not how it works. This whole time, he was just acting like an adult, telling us what to do and what we shouldn't do without really knowing because he  _thinks_  he's right and wouldn't admit otherwise."

He started pacing on the rooftop, a colder expression on his face. He was now seeing how awful the Plumber was. The Bounty Hunters weren't sent to help him against all of these threats, they were there to protect him from  _Max_. And he felt disappointed they were right in doing so.

"I was idolizing him, putting him on a pedestal, thinking he was better than he really was. I should've known he was always like this, keeping me and everyone else in check while he could just go back to his Plumber stuff, playing both sides just so he'd avoid trouble. He was always pretending to be a normal Grandpa so he could save himself from facing me, from facing my parents, from facing my father. He wasn't trying to fix any of this, he was just... buying himself time until we gave up trying to confront him. He always did that, that's why he let my dad believe I was gone forever, that's why he never told my parents, me or Gwen about his past before, that's why he was hiding from me all this time that I was Vilgax's son."

Sixsix gurgled a noise that roughly translated to "Do you now feel Max Tennyson never truly cared about this family?"

"I don't know what to feel anymore. But I know that he didn't do all of this for us, he did it for himself. He was acting like an hypocrite, he was just thinking about how he could get away with all of his mistakes. Otherwise, he would've told everyone sooner, and he didn't do any of that. The way I remembered him, the way he was in my dream... he wanted us to know he cared, he wasn't hiding anything from Gwen or from me, and he really made an effort instead of stalling. I should've known I was making up that Grandpa from the beginning."

He knew he wasn't taking on a good path by doing this, he knew he was giving up on Max after all they've all been through together. But it was what felt right, none of Max's actions were forgivable or justified, and he didn't see any other reason for Max to lie than keep everyone away from his business, no matter how bad it got.

"The grandpa I like and remember isn't the one who I spent all of these years knowing, Grandpa was never like I thought he was." He clenched his fists. "I also realize I was deeply wrong about Vilgax."

"How so?" asked Kraab.

"Just about everyone, even you two, have been making him out to be a bad guy who'd hurt anyone for his sick sense of humor... That's what my nightmare was about. But I know that Vilgax isn't the kind of guy to hurt innocent people for the sake of it, even if he looks like it." This piqued his guard's interest. "Vilgax would hurt people, but not without a reason. Whether it's to get something, like powerful tech, or some rare item, or me... or anything else. He'd never harm anybody unless he had a good reason to. If he didn't, he wouldn't even be there to make sure I'm okay, he wouldn't have bothered to capture Kevin to keep me safe."

There was a serenity in his voice they hadn't heard before. He wasn't thinking of Vilgax the same way he used to. His father may have done questionable things, he may have been the scariest creature in the entire universe, but...

"I know there's good in him, I just know it. He always did his best to protect me and, he hasn't lied to me once. Sure, he still didn't tell me  _some_  things, but... at least he tried, he didn't back down when I asked him, not like Grandpa..." he paused. "He's not all bad, and, even if he did change from whoever he was before they had me, my mom must've seen something in him. Their...  _Our_  species values peace and kindness and, if she was like my dad said she was, she must've seen that he was a good person."

He sat back down between the two men, sighing in relief.

"I was stupid to think that if I ever followed him anywhere, I'd be a bad guy. That's not what he is, that's just what everyone sees him as. But, not my mom, and, not me anymore... He's a good guy, even if he did a lot of terrible stuff, I just know it. I can't believe I still doubted him after everything he did for me..."

He crossed his arms and laid back, looking at the orange sky while the sun was setting down. Night was coming and he'd be back with his dreams, ridden of Enoch's intervention.

"Still, don't you wish sometimes dreams were reality?"

_"Don't worry, Ben. We won't give up on you."_

_"Even if you and Vilgax are part of the same family, you're still part of our family too, we'd never abandon you."_

_"We'll always listen if you need our help, you matter to us more than anything."_

_"When we go home, we'll tell everyone. And we're sorry that you felt betrayed when Vilgax told you the truth."_

_"If we ever see him again, let's all try to make peace with him once and for all."_

_"Hey, it'd be awesome if you became a Chimera Sui Generis like him, you'd look amazing and as powerful as he is."_

_"If you ever get to Vilgaxia, mind inviting us over and giving us a tour?"_

Both aliens shrugged, unaware of what Ben saw while trapped inside his own head. _  
_

"Meh, dreams are too good to be true, I should deal with reality while I still got the chance." He paused. "You two have absolutely no idea what I'm talking about, right?"

"No..." they admitted, looking down.

"It's fine, at least you stayed to listen. Can't say the same for others..." he hissed. "And I'm glad you guys tried to look for me after I was taken away. You know, you are pretty fun to have around when you're not threatening to kill me. I mean, my dad hired you for that, so I can't really blame you."

It seemed he wasn't holding a grudge, maybe his next meeting with Vilgax wouldn't result in a severe punishment after his kidnapping like they thought.

"Come to think of it, you've done a really amazing job lately, I should've told my dad to give you a raise or something. Eh, maybe next time."

It wasn't certain if it was because of his words of kindness or because they avoided torture at the hands of Vilgax, but the fact they started kneeling in gratitude and muttered words of thankfulness convinced Ben to lay off and just put his arms around their necks to initiate a group hug.

"Thanks for being here, guys, for real. I can't do this on my own and, until I see my dad again..." he looked down, eyeing Max who was preparing dinner while Gwen was still resting, not realizing who Ben had invited. "You guys are the only people I can still trust on this planet."

**Notes for the Chapter:**

> Hi, so who cares about consistent writing patterns, huh?
> 
> Anyway,
> 
> An episode like this one couldn't get past me, I just had to explore Ben's mind with it when I got the chance. You basically got all of that weight from Ben's recent epiphanies dawning on his subconscious.
> 
> Also, conspiracy Knight theory and potential murder. And, MAKE A PATH FOR THE RATH!
> 
> Hope you guys enjoyed this quick chap and that I'll get to write the next one soon ;-)
> 
> Heato, out!


	15. Wedding Alien Crashers

Max sighed as he struggled to put the bow tie on Ben's neck.

They were invited to Joel's wedding, and Ben had to be the ring bearer while Gwen was the flower girl. Except, while Gwen was excited to be part of the wedding, getting Ben to agree promised to be... difficult.

Gwen thought Ben was stretching it and being a baby about his argument with Xylene (and not just because of an incident where Ben turned into a baby along with his aliens a few days ago, during which Sixsix and Kraab made sure to get Ben's best profile when taking pictures without him noticing).

In Ben's part, he wasn't having much fun. Why did they have to go to a stupid wedding filled with  _other_  Plumber relatives that also didn't know who he was and would probably put him in a cage if they did? And what did Max even think before getting them to come?

If Ben hadn't found the Omnitrix and didn't learn about Max's past, they would never have come to this wedding, this was really taking advantage of him and Gwen. Besides, he had to learn how to dance, and if he was to dance, he needed to stand hearing Gwen being all schmaltzy about how glad she was to be a flower girl, learn not to step on her feet and seeing everyone just have the fun of their lives being hypocrites while meeting people they never heard of before.

If he was having a wedding, he'd get Vilgax to help, he knew how to smell out hypocrites and people who pretended they were glad to be here just to make themselves look good. Max was a good example.

Or maybe not. Vilgax also was a big showoff with the Chimerian Hammer and his way of boasting during battle, though Ben did admire him a bit for that. Let's hope he just didn't crash the wedding and revealed Ben's secret for a reason or another. Though beside the last part, he'd be glad if his father ruined the whole thing, at least he didn't have to be there if it was the case.

"This tuxedo was a family heirloom. It was mine when I was a kid, then... your dad wore it, and now you." said Max, adjusting Ben's tie.

Ben almost shot him with a death glare, but he knew better than call him out now. He might as well wait until his "dad" and "mom" were present if he wanted Max to get what he had coming. He couldn't believe he was going there wearing this ugly suit, red wasn't really his color. Vilgax's was, and Max's too, he preferred wearing green if anything.

"Smile and say Mega-Dweeb!" said Gwen, bringing her camera out.

In a second, as a reflex, Ben suddenly grabbed her arm and yanked the camera away.

"Ouch! Ben!"

"Sorry! Overreacted." apologized Ben.

"Are you sure you didn't take judo classes too? You almost broke my wrist!" she said, handling her arm.

"Sorry, that won't happen again."

"If that's how you react to a photo, let's hope you don't go Four Arms on everyone, mister ring bearer."

_'Or Rath.'_  "I know I'd better not use the watch this time, this is a human wedding, not an alien one. They'd freak out if they had an alien with them and-"

"-and put you/me in a cage with bear food!"

Sometimes they wondered if they didn't have some sort of mental link to come up with similar ideas. Gwen guessed it was because she was related to a doofus that she could predict how he thought, Ben thought otherwise. He wasn't even sure he could call her his cousin at the moment.

* * *

"This is where you live?" asked Alan, looking at the dump.

"It's not 5 stars, but it suits me." said Kevin, laying on a mattress with springs popping out here and there.

"Sure suits your attitude." said Alan, staring at a few flies. "You sure love video games." he noted, looking at the arcade games here and there.

"What, never heard of Sumo Slammers?" Kevin guessed.

"How did you know?"

"You're an orphan who lived away from town for years, you know more about farming than what it's like to live in the big city."

"True, and what about you? What about your family?"

Ben's question still echoed loud and clear in the abandoned subway Kevin lived in. He shook off his head before answering.

"Let's just say they found me too... lousy to have as a son. I just work my magic and do stuff on my own for now."

"Sounds kinda lonely. By the way, how did you beat those two cops before? I saw nothing back there."

"I know a lot about fighting. Don't ask me to teach you, you look kinda small for your age. How old are you? 8? 10?"

"I'm 5." said Alan.

Kevin stared at him in confusion. Alan was... five years old?!

"No way! Dude, you almost look my age! What do they put in that corn to make you this tall?! You look almost as old as an idiot I got rid of before."

"Dieting and eating healthy food does the trick. And I'm used to running away from farmers and sheriffs. Just wish I could fly instead, like a bug or a shooting star."

Kevin looked away, the memories of Heatblast and Stinkfly still very present in his mind. "A shooting star? You wish. Don't play with fire, kid, you could get yourself burned."

"You're the kid!"

"Shouldn't have told me your age then." teased Kevin.

"You asked."

"You got a lot to learn about how things work around here. And you better help out if you want dinner." he added, going for fresh air.

"I gotta steal in here too?" complained Alan.

Looks like things weren't easier in town as they were in the fields after all.

"Still, it's impressive how much damage you did, it's like you were that Iron Man guy we saw on that comic shop back there."

"I don't have a robot suit if you're asking."  _'But I did get a metal armor for once. How did I even get this new power?'_

* * *

Ben was admittedly glad about how things seemed to turn out.

While he still had to dance, just with a different dance partner, not everything was going well. His  _adoptive_  cousin once removed's, Joel's, wedding was going to be a disaster. Things were going wrong and Joel's parents wanted to cancel everything for some reason he didn't know yet, which meant Ben wasn't gonna be bored out of his mind when the action would start.

He currently swam in a lake he was aware he wasn't allowed to go in, discussing what Kraab and Sixsix should do while he's surrounded by Plumber guests.

"If some other kid comes by and tries to fight me with skewers, you don't come in. We tease each other a lot with sharp stuff at our age on Earth, my life is not gonna be at  _stake_." he laughed at his own pun.

Sixsix asked something, to which Kraab rolled his robotic eyes.

"Last time I checked, they don't give thermoblasters to kids on this planet. Not everything here is like what you find on Sotoragg." huffed the Piscciss Premann.

Sixsix growled, annoyed, while Ben was getting a good laugh.

"And if you two are hungry, you can steal from the buffet as long as you don't get noticed. And maybe save me a thing or two, I hope they brought seafood in there."

"We'll check the truck if you want us to."

"Nah, not right away. Grandpa and Gwen are gonna think I'm the one who did it, they don't know if Upchuck can eat Earth food or not."

"The Lenopans won't know."

Ben raised a brow. Lenopans?

"What's a, uh, Lenopan?"

Sixsix gurgled an explanation, translating to "Lenopans, sometimes called Sludgepuppies as a slur, are a soil-based species with shapeshifting abilities. They can mimic voices and appearances to fool their opponents."

"That's what we identified the Mann family as." said Kraab.

It took several minutes for Ben to find anything to say. "THEY'RE ALIENS?!"

So  _that_  was why Joel's parents weren't getting along with Camille's. A pair of Plumbers' son, with an alien. No wonder everything was a mess, they probably did everything in their power to ruin the wedding because they hated aliens.

On one hand, Ben wanted this to be over already, so they could leave and he wouldn't have to be at this stupid event for too long. On another, he almost wanted it to happen, just to make those Plumbers squirm.

Ben scared himself with that last thought, but if they just treated any alien nearby like dirt, they would treat Ben like dirt too, it was fair game. Plus, if Joel  _really_  liked Camille, Ben wouldn't mind coming as much as he thought. It'd mean an alien could live on Earth without having to lie.

So Ben would be able to live here without pretending to be a normal human and not the son of an alien warlord.

He still didn't want to wear that stupid suit or dance, so if the wedding could be delayed until they found someone else to do it, it'd be great.

His thoughts were interrupted as he heard a noise. A truck broke in through the wooden door, one Ben recognized as the one he ate some cake from a few minutes earlier, heading straight towards the wedding aisle.

"Hero time, guys." said Ben, getting out of the water and slamming on the Omnitrix's dial.

Cannonbolt rolled out at high speed towards the pastry truck, colliding with it before it reached the aisle. The impact caused an explosion with a lot of smoke, which Cannonbolt tried to swat away.

"Now what is going on?"

He suspected Joel's parents to be responsible for this, but he didn't have time to think when he saw the explosion caused a fire. "Oh no! Time to go-" he paused, trying to figure which alien he should use. "I don't have a water or ice alien!" He wondered why he didn't ask for any alien his future self showed him, like Arctiguana.

"Young master, the lake!" pointed Kraab.

Cannonbolt understood what he meant and jumped into the water, making a cannonball as he caused a giant splash.

Water started raining on the burning place, taking out the fire quick. The two Bounty Hunters ran to his aid, helping him get out of the water.

"Did you see who was driving?"

"No, it seems whoever it was ran away."

"Someone is trying to ruin this wedding, and I have my little idea who."

Then, without a warning, Betty Jean and Gordon, Ben's great-aunt and great-uncle, appeared with blasters in hand.

"Boy, lifeguards around here are really strict." he teased. His expression changed as he remembered Max didn't tell them about the Omnitrix.

"An Arburian Pelarota! And he brought a cyborg and a Sotoraggian with him!" said Gordon. Ben felt bad for Kraab who was mistaken for a robot.

"Alien wedding crashers!" said Betty Jean. "Who sent you?!" she threatened.

Cannonbolt gulped as he realized what he got himself into. This was going to be tricky. He couldn't tell them about the Omnitrix, and he also couldn't say Kraab and Sixsix were on his side. He also couldn't attack them, and if he did nothing, they would attack him.

"Nobody, I swear! I don't even wanna be here!" said Cannonbolt.

"What is going on?"

Joel came by, followed by Gwen and Max.

"These aliens were trying to ruin the wedding!" said Gordon.

"No, I was trying to save the wedding!" attempted Cannonbolt. Then he froze when he realized Sixsix and Kraab were still there, and that Max and Gwen noticed them.

"Bounty Hunters!" said Max. "What are you here for?! And..."

Max seemed confused as to why Cannonbolt was between both aliens, not fighting despite them being clearly a threat.

Suddenly, Sixsix aimed his blaster at Cannonbolt and gurgled something to Kraab. Kraab took the hint and spoke up.

"You found us out, Plumbers! We were indeed hired to put an end to this event so that this alliance between a human and a Lenopan would never happen! Until this annoying Arburian Pelarota child came in..."

"Uh, yeah! You thought you could get away with this, losers?" said Cannonbolt. "Think again!"

Sixsix feigned threatening him with his weapon, before throwing a smoke bomb on the ground, covering them.

"We'll meet again, Tennysons..." said Kraab mysteriously as he and Sixsix fled.

"They're getting away! Blast them!"

Both elders started shooting through the fog around them, attempting to take down their targets. The other humans coughed, waiting for the smoke to fade. When they could see again, the aliens were gone.

"Uh... it seems like that Arburian Pelarota was saying the truth." said Max.

"Still, we couldn't have taken any chance." said Betty Jean. "You know aliens, can't trust any of 'em."

"Put those things away!" warned Joel. "This is a wedding, not a shooting range!"

"But those things are still out there!" argued Gordon.

He did not realize he was talking about his great-nephew, or that the two Bounty Hunters were still observing them from afar, hiding in a bush. If all Plumbers gave up searches that quick, they wondered how the organization sustained itself for so long, and how Ben managed to survive with Max before they came along the road-trip.

They knew they had to flee before the humans noticed them, but they saw a silhouette in the dark. The one who wanted to sabotage the event was getting away, and they felt Ben would be satisfied learning who it was. They sneaked off, attempting to catch the culprit.

"We want you to promise: no more weapons for the rest of the weekend." scolded Joel.

"Wow, that's not something I ever expected to hear at a wedding."

The adults jumped in surprise, aiming their weapons at what turned out to be Ben.

"Man, being a ring bearer is a lot more dangerous than I thought." he said, rolling his eyes. The adults sighed in relief, putting their blasters down.

"See? You almost hurt Ben." said Joel. "You're acting too paranoid."

Ben grinned. Switching from Cannonbolt to XLR8, he was able to snatch a spare shirt and pants from the RV, no one would ever know he even went outside. Well, aside from Gwen and Max, and whoever would learn about the Omnitrix.

"Was that an Arburian Pelarota?" he asked, feigning ignorance. "Are they dangerous aliens?"

"Nah, don't worry, Ben." said Joel, patting his shoulder. "My parents always take things out of proportion, Arburian Pelarotas are a pacifistic species. Though it's been a while since we've seen one or even heard of one..."

"Wait a minute." said Gwen. "You guys... are Plumbers too?"

"You didn't know?" asked Ben.

"You did?!"

"Well duh!"

Ben was glad to know he took his precautions when he asked Max if there was anything alien-related in the event when he first drove them there. Considering how things were uncomfortable between him and Max, it'd be a gutsy move for the Plumber to say 'no' when it was the case. Gwen for her part felt dumb and it was infuriating. So that was how Ben felt all the time when she knew something he didn't.

Apparently, Max also omitted the Lenopan part, but Ben was getting used to it at this rate. He just needed to give it a little push.

"Man, I can't believe everything was almost ruined by aliens!" said Ben. "Good thing they're all gone, I'm not sure the Manns would be comfortable around aliens."

As soon as he said that, Gordon, Betty Jean and Joel stared at Max.

"Uncle Max... you didn't tell them?"

Ben smirked. Max was caught red-handed.

"Well, uhm..." awkwardly said Max. "They're still pretty new to this alien stuff, I thought I shouldn't scare them or their parents by telling them about this when the kids are still too young. But, uh, I changed my mind." he lied.

"So, you didn't tell Cousin Carl or Cousin Frank about it either? Or Sandra and Natalie either, I presume."

"Well, um..." Max scratched the back of his head. Maybe he  _should_  have told Ben and Gwen about the Sludgepuppies earlier. "It's getting late, we should go back to sleep for tomorrow, it's your big day after all."

He hurriedly took Gwen and a smug Ben away, feeling the stares of his family from behind.

"Well, thanks for the support, Uncle Max." sighed Joel. "This wedding is gonna be a wash..."

* * *

"So, what did you find?" asked Kevin.

Alan showed a lighter and a skateboard.

"That's cool, but you can't eat that. Figured you'd be a newbie at this."

"Where do you even expect me to find food?! I can't shoplift, food isn't around the corner like in Grover's Mill."

"You think of something. Here." he threw an ice cream cup and a bag of marshmallows to him. "I already ate while you were busy stealing like a toddler, have this."

Alan rolled his eyes, he could feel the jokes about him 'being a baby' coming. "And where do I make a fire for the marshmallows?" he joked.

Kevin unironically pointed to what looked like a pile of burned shreds, hinting that Kevin made a fire in there more than once. Sighing, Alan took his new lighter and tried to light it up. However, it seemed there was a reason someone threw it away.

"Great, doesn't even work."

"Hm?"

"Just a spark or two, that's not enough to make a fire."

Though Kevin didn't know why, he felt generous for once. He walked over and took the faulty lighter from Alan.

"I'm gonna try something, so close your eyes."

"Do I have to?"

"Do you want something to eat?"

Alan pointed to the ice cream cup.

"Just... do it, alright?"

Raising a brow, Alan complied and closed his eyes. Kevin took his hand close to the lighter and tried using his powers without touching it. He focused and started absorbing the sparks as they came, and all of a sudden, his hands were charged with fire energy.

It reminded him of Heatblast, but he knew he couldn't stay that way for too long. He knelt and produced some fire towards the makeshift fireplace, and soon there was a fire lighting up the place.

Kevin shook his hands off, trying to dispel the energy. It went away just as Alan finally opened his eyes.

"Wow! How did you do that?!"

"If I told you, I'd have to kill you." smirked Kevin.

"Dude, you're magic! I swear, you're like a superhero!"

"More like a super-freak." said Kevin.

"Well, I heard even comic book freaks could be superheroes. Isn't that how it always starts? Anyway, you're amazing. I don't know how you do it, but you make living the hard life look so easy. You really don't wanna tell me?"

Kevin stared at him for a few minutes, considering his words. Then he turned away.

"I'd rather not talk about it."

He went back on the mattress, playing with a stolen Sumo Slammers game he had. Alan looked on, curious.

It seems his new friend had some form of secret. Was it the same reason he could beat up those cops the other day? He knew he had to learn more about it.

* * *

"They don't really look like aliens." commented Gwen.

"They're just in disguise for the wedding." said Max.

Ben felt so victorious humiliating Max about keeping secrets, he hadn't stopped smiling ever since they went back to the Rustbucket.

"Actually, they're some of the toughest, nastiest, meanest beings in the galaxy."  _'Oh, like Vilgax? Maybe I should ask my dad to invite Joel and Camille on Vilgaxia to renew their vows someday, I'd like to see what you'd think of nasty and mean aliens.'_ "We call them Sludgepuppies. The Plumbers and the Sludges have been going at it for generations."  _'Gee, guess which group supposed to maintain galactic peace instead spent all those generations fighting for domination instead?'_  "But a few years ago, their children, Joel and Camille, met and became close. A truce was forged from that single relationship."  _'You'd better hope Vilgax accepts a truce after all of this.'_

Ben was almost scared of his own thoughts, but he wasn't able to take Max's words as seriously as he used to before. The Plumber wasn't as convincing as he used to be, Ben wasn't quite his grandson with that attitude anymore.

"This is the first ever marriage between a mud alien and a human. It could put an end to years of fighting."

"Not sure they take too lightly being called 'mud aliens', Grandpa." said Ben, snorting. If Max wasn't so busy saving himself, he would've noticed Ben was almost acting condescending with him.

"We'd better keep our eyes open. If someone is trying to stop this from happening and sent those Bounty Hunters specifically for that, something tells me the trouble is just starting."

"Yeah, like coming late for dinner?" said Gwen. "They're probably waiting for us at the reception, we haven't gotten dinner yet Grandpa. Unless you're making us eat in the RV."

Max brought his hand to his face, feeling tired. He forgot about that too.

* * *

When Lucy, Camille's cousin, got far away enough, Ben faceplanted into the table.

"I don't know how to dance..."

"I took three years of Cotillion if it helps."

"Wha?"

"I know how to dance, maybe you could use my help and avoid breaking Lucy's legs during the dance."

"But she's a Leno-" Ben cut himself short, realizing his mistake mid-sentence. He coughed, pretending to have something in the throat. "Argh, I mean, isn't she an alien? One of those sludge creatures, she wouldn't be hurt if I stepped on her."

"It'd hurt you if you did a bad step and made the both of you fall over, doofus." said Gwen. "You  _need_  my help for this, so until you get your own private dance teacher, I'm always available for a lesson."

Ben rolled his eyes. "It looks like they're about to skin each other on that table."

Gwen noted the adults were sort of glaring at each other. Joel at his parents for their behavior, Joel's parents at Camille's for being aliens, and Camille's parents seemed strangely peaceful enough, which was proof they weren't that much into the feud like Ben thought. Max was still eating his food normally on the meantime, probably to drown out the humiliation he received earlier.

Though Joel finally seemed to relax as he put his hand over Camille's, both smiling. Ben couldn't help but wonder.

Were his parents like that before?

He wasn't sure if he was thinking of Vilgax and Idraxx, or Carl and Sandra. But did they also have this situation before?

Wanting to be close, no matter how disapproving the rest of the universe could be? Even if in his dad's case, it probably didn't go beyond his mom's family disapproving of a space tyrant as their in-law. And in Sandra's case, she probably found Carl's side of the family shady where Max was. He heard Max was very absent from Carl and Frank's life when they were young. Now he knew why.

His thoughts were once again interrupted as he heard a noise. Everyone turned to the food caterer, who had spilled all plates on the ground.

" _Camille! I am NOT letting you marry any FILTHY HUMAN without a fight!_ " roared the man, and that was when they realized this wasn't a human.

Suddenly, the man turned into a big mud monster, which fit the description Max gave, along with the faint description of the silhouette Sixsix and Kraab saw when they pursued the wedding ruiner earlier.

"Ah! It's my ex-boyfriend!" exclaimed Camille. "How'd he find out about the wedding?!"

The Lenopan started thrashing around, destroying the tables around him and making the other guests run in fear. Ben knew it was his time to shine. "Guess we know who hired those two hunters who were after the watch before, then!"

He hid under the table and started looking for the right alien. "Man, I really need a water or ice alien soon, what can you do against mud? Ugh, guess rocks are stronger than goo." he said, selecting Diamondhead.

The Lenopan kept throwing everything around him, threatening to attack the humans.

"Without our gear, we're sitting ducks!" said Gordon.

Camille screamed as she saw her fiancé get caught by her ex-boyfriend, who didn't look like he'd let Joel go easily.

"If I can't have Camille, then neither can YOU! You meat puppet!" he roared in Joel's face while grasping his body to intimidate him. He was however stopped as a big diamond shard was sent at him, cutting his arm off and freeing Joel.

_'Maybe that's why Kraab and Sixsix thought it was fun to cut my arm off. Man, if Tetrax saw me right now...'_

"If I was you, I wouldn't do that." he threatened.

"A Petrosapien." said the Lenopan. "What are you doing here?"

"Not everyone in this place thinks humans are worthless, so how about you leave the lady and her man alone and we become friends? Or maybe you'd rather have diamond fists for dinner."

"If you're siding with those pesky Plumbers, you're no friend of mine!" he roared, flailing an arm at Diamondhead.

_'Then we should be friends, I hate Plumbers too.'_

Diamondhead dodged and looked at his surroundings. Beside a few cups and almost empty bottles, there was no water or ice around he could use to weaken this thing down, he had to find an outlet.

He ran forward and made an impact on the floor with both fists, producing diamond spikes from all around the Lenopan, cutting through his muddy body. This didn't do much as the muddy being was pretty resistant and reformed as he got out of the spikes, packing a fist that sent Diamondhead flying through the wall.

_'Okay, not my brightest idea.'_

Getting up, he realized he had been sent inside a sauna. He saw a small pool with warm water in it, and it gave him an idea on how to trap the crazy ex-boyfriend.

"Hey dirt bag! Can't be bothered to keep fighting for someone you love?" he taunted, and smirked as he heard a loud roar getting near. Gwen rolled her eyes while she got the guests out.

The Lenopan followed, looking at the room that turned out to be empty, aside from a woman who was relaxing before running away in fear. Confused, he searched for the Petrosapien that dared challenging him.

He was taken aback as said Petrosapien suddenly popped out of the ground, having dug himself under the floor, before producing a diamond plate with his hand and slamming it on the Lenopan's face, making the muddy alien fly and fall in the sauna.

Diamondhead grinned evilly as he saw the Lenopan struggle to get himself out, slowly sinking into the hot water and melting on it. It roared in pain, helplessly flailing its appendages around and gurgling before it was just a dark purple surface on the hot water.

"Next time, think twice before taking someone away from the person they love."

* * *

"We are NOT canceling my wedding!" categorically said Camille.

"Civilians will be at the wedding tomorrow, what if there's another alien attack?" argued Gordon.

"Uh, if you want my advice..." said Ben, catching everyone's attention. "Seems like those alien guys helped us during the attacks. If the wedding goes wrong, they can be there to save the day." Gwen was surprised Ben was okay with that, she recalled him being annoyed earlier.

"Ben, that's nice, but we can't trust any alien."

Joel growled as he put an arm over Camille's shoulder.

"Er, I mean, any alien that we don't personally know, ahaha!"

Joel gave his father a judging look, while Ben and Gwen gave Max that same look. He could guess they were thinking  _'So, did you tell them about Xylene?' 'You better have an excuse for not inviting Aunt Vera over, unless you didn't tell her yet either.'_

"At least, let us bring our Plumber gear." said Betty Jean.

"No! No weapons!"

"Everyone relax, there's no need for weapons now." said Mrs. Mann, trying to lighten the mood. "It's all over."

"I wish I could believe that." said Max.

* * *

They had to admit, Earth food really wasn't that terrible, but they had to leave some for Ben, he's the one who told them to steal from the buffet.

The Bounty Hunters had spent the night telling Ben about the clues they've had. Obviously, someone was responsible for telling Camille's ex-boyfriend about the wedding, he couldn't have just followed her around or happened to pass by when the ceremony was decided. It could've been one of the Plumbers, but it was hard to believe.

And the only other suspects they've had was... the Mann family.

Another reason to stay on guard if anything happened. On the meantime, Ben seemed like he was at war with his tie. The red outfit would have suited their employer if it was bigger, but it did nothing to bring out their liege's green eyes. They had to wonder how the kid felt wearing something supposed to be a family heirloom.

Kraab rolled his eyes as Sixsix suggested wearing an armor instead, like his parents and siblings had done when invited to weddings themselves before the after-ceremony hunting session began.

They kept an eye out for the guests, the one behind the attacks was most likely among them.

"If anyone has a reason why these two should not wed," spoke the priest, "let them speak now or forever hold-"

A ball of mud covered his face.

"Yeah,  _we_  have something to say." hissed Mr. Mann, standing up with his wife.

Their hands were now purple muddy tentacles, and they looked ready to maul someone. Their bodyguard's hand did the same, and he threw a pile of mud at Gordon and Betty Jean, restraining them. All the other guests fled in fear.

"This wedding and every human here are about to be canceled." grimly announced Mr Mann, the two other Lenopans glaring in anger with glowing purple eyes.

That was when they knew it was almost their cue, but they had to wait for orders.

"Mom! Dad! What are you doing?!"

"Putting an end to this once and for all." roared Mr. Mann, progressively looking more and more feral.

"It was  _her_  mom and dad behind the dirty tricks all along." realized Ben. "But being a bunch of hypocrites like that all weekend doesn't make you any better." he claimed, angering the Manns.

"What did I tell ya? Once a Sludge, always a Sludge." said Betty Jean.

"Mom, can we leave the alien slurs for later?!" snapped Joel.

"They set up the ex-boyfriend to take the fall and keep suspicion off of themselves!" concluded Max.

"There will be no wedding." growled Mr. Mann. "And no truce!"

He sent a wave of mud towards Joel, raising him in the air and handling him harshly in an attempt to take him out.

"But... you said... you liked me!" struggled Joel, unable to believe they could lie to him and their own daughter about the man she was gonna marry.

"We lied." shamelessly said Mr. Mann.

"Stop it! No!" begged Camille.

"Stay out of this, Camille! This is for your own good!" said Mrs. Mann, her early sweet tone completely absent from her voice. She tackled her own daughter away.

Something inside Ben snapped.

"Hey! What makes you think you know what's best for her?" he shouted.

The Tennysons turned at Ben in surprise. What was he thinking?!

"We're her parents, we know better than anyone what's best for her!" hissed Mr. Mann.

"You're wrong! If I learned something on this summer, it's that, no matter how much you're convinced you know what's best for someone..." he gave Max a quick look, "...and, no matter how much time you spent with them, you can't say for sure you know everything about them. If Camille wants to be with Joel, that's her choice to make, it's her life."

Something in his speech sounded hurt, as he knew what he was talking about. This momentarily startled the humans around, especially Max.

"She chose to be with him, and now you played along just to trick her and ruin her big day just for your own biased view of how things should be. This is your daughter's life you're meddling with. That isn't normal!"

"Enough!" roared the Lenopans, throwing waves of mud at him.

He dodged and ran to Max and Gwen.

"If the situation wasn't this bad, I'd tell you how proud of you I am for speaking like that." said Max.

"Save the congratulations for later, Grandpa." said Gwen. "Right now, it's Hero Time. Go get behind that tree while we restrain them."

He almost berated her for stealing his line, but he complied. Luckily for him, it was where his bodyguards were hiding.

"Young master, should we intervene?" asked Kraab, his head popping upside down from a branch.

"No, we should..." he looked at one of the guests, Lucy, the flower girl, running away. "Look, I need you to bring me a thing or two from the Rustbucket. If they see me before it's the right time, try to distract them and don't get caught."

Ben quickly gave them a few instructions before running away in Lucy's direction, leaving Max and Gwen to try and free Joel.

"Camouphlat Vaporis!" shouted Gwen, causing the water nearby to evaporate slightly, which seemed to hurt the Lenopans a bit, making Mr. Mann drop Joel. Regaining his sense, Joel ran towards his fiancée, who was still on the ground in pain from the spell.

"Camille, are you okay?"

"I should be the one asking you that."

"This wedding is a disaster, I'm sorry you had to go through all of this."

"No, no it's my fault." he apologized. "Maybe your parents wouldn't be so hard on me if my parents had been more accepting sooner."

"You can't change your family's mind, Joel, but you can always choose to do what you want even if they're prejudiced." said Camille, caressing his cheek. "That's what's so great about you and humans, you adapt to situations better than we do."

"Let's get you to safety." he smiled, picking her up carrying her away.

"Give her back!" roared her parents, ready to attack now that the smoke faded out and they could see again.

"We shouldn't have bothered with the invitations if it meant there would be meddlers." growled Mrs. Mann.

"I would've liked an invitation." said a new voice.

Heatblast threw a fiery fireball at the Lenopans, who got into their true forms. They tackled him and sent him towards the lake, but the Pyronite swiftly recovered midair, using his heat powers to propel himself back at them and punching one of the Lenopans with all his strength.

The creature roared in pain, making Heatblast smirk as he landed back on the ground. Gwen noticed there was something off with him. Aside from the attitude, it looked like the burning rocks on his shoulders had spikes...

"Stingu Invisibus!" she shouted, sending rocks flying at the mud creatures... who dodged easily. "I'm all out of juice, I can't use any more spells!" she heaved, tired. Guess she and Ben didn't need to spend the entire night practicing, he didn't dance after all. He did crush her legs pretty bad though.

"Get to the other guests and get them to calm down, we'll handle this." said Max.

Gwen obliged while Max went over to Gordon and Betty Jean, who managed to get themselves out of the sludge.

"What do we do? We're defenseless!" said Betty Jean.

"Not quite." said Max, bringing a few weapons of his own out of his tux. "You promised to leave the Plumber gear at home. I didn't."

Both Plumber elders activated their hand guns, reminiscing as they got ready to battle. "Ha! Just like the old days!" exclaimed Gordon.

The three of them started shooting at the Manns' bodyguard, who took in their blasts easily without too much trouble. He wasn't hired as both adults' protector for nothing, they had to be tricky.

Max charged his gun and ran towards the man, who shifted to his true form in an attempt to intimidate Max. He punched Max harshly, sending him back to where he came from... without his weapon.

Max stood back up with a smirk while his brother and sister-in-law helped him. "You really haven't changed after all these years." said Gordon.

The bodyguard heard a beeping and looked down. Max's gun was in his chest, glowing blue and making noises. Then before he knew it, there was an explosion and he was ejected to the air, before splattering on the ground, defeating him.

Max then noticed someone was missing.

"Where's Ben?"

"He ran away before Gwen, it doesn't look like he can stand a battle." said Gordon. "You better teach that kid a thing or two about bravery, even if he doesn't become a Plumber."

"Uh, yeah. Well, where did the Pyronite go?"

They heard loud explosions nearby and went to look inside the forest. Then Max was shocked at what he was seeing.

Heatblast was... producing steam. He had seen him do that once before but, it seemed Ben managed to take better control of that ability. However, he was using it on Mr. and Mrs. Mann, who looked both in a lot of pain. This surely would make the apologies and the truce a bit harder, but it was a necessary evil for the moment being.

But, Ben seemed to enjoy himself doing that. Maybe a little too much.

"Alright, that's enough, um, Pyronite man." awkwardly said Max, hoping he wasn't compromising Ben's secret. "We can take care of them like your Petrosapien friend took care of the ex-boyfriend yesterday night."

"Oh,  _please_." said Heatblast, an unusual sadistic smile on his face. "Are you too much in denial to realize you already lost, Plumber? This was just a taste of my new power."

That startled Max. Ben didn't normally act like that, it almost felt like someone else. He feared it was.

"You know him?" Betty Jean raised a brow.

"I don't think so?" said Max.

"It wasn't too hard to take that wretched device from that weakling, you don't even know what you're about to face, all of you." Heatblast grinned evilly.

Then Max was horrified as he saw a silhouette he  _shouldn't_  be seeing behind Heatblast.

Sitting against a tree trunk, his left wrist bare and his eyes worn out, Ben was looking at him in fear.

"Grandpa..." coughed Ben. "He's back and... he took the watch away..."

"Who?!" asked Max.

"How could you not invite me to such an important event,  _Maxwell Tennyson_?"

The way Heatblast hissed his name, and his spiky shoulder pads, led Max on who it could be.

"No... impossible..."

Ben suddenly stood back up, running at the Pyronite with a fist in the air as there was a beeping. The Omnitrix was beeping red, and there was a blaring flash of light.

When the red light faded out, Ben was held by his shirt, breathing heavily. And the one who threatened to end his life, holding him by the left wrist, wearing the Omnitrix on it, was none other than...

"Vilgax?! How?!"

The Chimera Sui Generis looked at the adults, amusement in his red eyes. Max was taken aback. Vilgax... survived? So Ben didn't really end him, he was still there. How did he find them? Did he follow them? If so, for how long?

Or did he hide until he recovered from Ben destroying him? It was hard to tell, and now it didn't matter.

"Leave my grandson alone!" shouted Max. "I'm not joking Vilgax, I took you down before, I'll do it a thousand times if I have to!"

Ben looked up as soon as Max said that, reminding him he had to be careful when dealing with Vilgax.

"How about you leave our nephew alone, squidface?" asked Gordon.

"Don't." said Max. "He's got something he's been looking for for a while, and it's not just Ben..."

Ben begged to differ, but he knew better than ruining his own plan. Then there were footsteps, and everyone turned to see Joel come in with Gwen, and a muddy figure, which Ben guessed to be Camille.

'Vilgax' raised a brow, confused as to why everyone was making a crowd, though considering what they were up to, it made sense. They needed to get everyone's attention for it to work. The Manns, still recovering, were also startled to see their daughter.

"Kids, what are you doing here?!"

"I decided to-" started Camille. "Wait, what's going on?!"

She looked at her parents, who were obviously weakened. She wanted to put an end to all the folly they've been up to, but another alien came by...

"Is that..."

"That's Vilgax!" exclaimed Joel, recognizing the criminal his family has been against for years.

"And he has Ben!" said Gwen. "Hey, octo-face! If you wanted a fight, you could've just come over instead of playing wedding crashers."

"Oh, but I'm not the one who ruined all of these festivities." said Vilgax, his voice sounding a bit different from last time, though Gwen didn't exactly remember how he sounded. "These Sludges just gave me an occasion to invite myself."

At his words, Camille glared back at her parents, who weren't as threatening as they used to look a few minutes earlier.

"What do you want with that kid?" asked Betty Jean.

"Is it not obvious? I figured since you humans brought so many gifts to this event, I might take one or two for my own." said Vilgax, a hint of teasing in his voice.

An immature one at that.

"My cousin isn't leverage!" threatened Joel.

"Not yet..." mocked Vilgax.

Everyone was standing against him, but then Mr. and Mrs. Mann attempted to grab their daughter.

"Don't touch me!"

Both Lenopans were startled.

"Camille, please, come with us!"

"No! This was supposed to be my day! And even if you're not the ones ruining it right now, you set up everything so I couldn't be with Joel! We're not having this talk until later!"

"You must understand, we just wanted to-"

Ben already heard this speech before.

"Did you want to protect  _her_ , or protect  _yourselves_?!" shouted Ben, getting their attention, and Vilgax's as well. "Did you want what was best for her for real, or were you afraid because you couldn't understand what she wanted?"

This wasn't the best moment to ask them that, but it did encourage Camille.

"Mom, Dad. Please be honest." she asked, sadder features appearing on her face. "Did you really go all the way to ruin my wedding because you really thought humans and Lenopans couldn't be together? Or was it because you didn't want to accept my love for Joel?"

They paused, clearly uncomfortable with Vilgax here. They tried to take her arm, but she stepped back.

"Answer!"

Both Lenopans lost their angry features, visibly unsure.

"We... we weren't sure about this relationship..." started Mr. Mann.

"When you chose a human for spouse, we couldn't understand why it had to be one, we were scared." said Mrs Mann. "Both of our species have been at war for so long, we were scared for you..."

"We wanted to support you, but... it's hard ever trusting something we've been fighting for years, we were worried."

"Camille, we never wanted to hurt you. We were just..."

Both adult aliens were unable to speak, unable to face their daughter. Something in their behavior reminded Ben of Max.

Looks like it didn't matter if it was humans, Chimerans, Lenopans or any species. Family was family, and it made their problems possible for anyone.

"I know you're worried." said Camille. "But please, give Joel a chance, give me a chance. Like Ben said, I chose to be with Joel, and I love him for all he is. A Plumber, a human, an amazing fighter... and the man I want to spend the rest of my life with. It's my choice, and if I regret this, if you were ever right to be scared, I'll be ready."

She took her human disguise back, looking intently at her parents.

"I know how to fend for myself, that's how I met Joel to begin with." she smiled. "You don't have to worry about me."

They paused, before reverting to their human disguises too, running to her and taking her in their arms.

"Honey, we're so sorry..."

"We shouldn't have tried to ruin this for you, this was supposed to be a new start for you."

"I'll be alright, Mom, Dad." she said. "But for now, we have other things to take care of."

"She's right!" said Gordon, pointing back at Vilgax. "Look alive! There's still a criminal on the loose!"

Everyone took a fighting stance, ready to end the Chimera Sui Generis once and for all. They had to make sure they didn't hurt Ben, but at least they were finally on the same side.

"Now, now..." said Vilgax. "You believe I would waste my time with pesk-"

"Uh, I think they got it now." said Ben, raising his head in Vilgax's direction.

"Oh."

Then, Vilgax gently put Ben down, giving him a high five. Everyone stared, confused. Wasn't Ben in danger two seconds ago?

"Fight's over, show's over, we can have cake now." said Ben, waving nonchalantly. "What, what did you think was going on?"

"PSYCH!" said 'Vilgax'. Except his voice was much higher pitched than before, and he was now giggling in a very unexpected way, like a little girl.

Then, 'Vilgax' dissolved into a smaller Lenopan, who then took the shape of Lucy.

"You should've seen your faces!" giggled Lucy.

Everyone stared at both kids, it was as if time stopped. There was a moment of slight relief, then came the scolding.

"Ben!/Lucy!"

"What?" said Ben, nonchalantly.

"It was just a joke." said Lucy.

"Plus, you aren't fighting each other anymore, so all's well that ends well, right?"

* * *

The guests were later convinced, thanks to Gwen's magic tricks, that all of this had been a spectacle the Mann family organized to make up for all the arguments they've had with the Tennysons before.

While the priest was shaken up, he scolded them for a few minutes before pronouncing Joel and Camille husband and wife.

Everyone was dancing and taking pictures, except for the other adults, who were resting on tables away from the dance floor.

"By the way, Max." said Gordon. "I take back what I said about that kid, Ben was very brave to do all of that. But you better hide that holo-viewer and that blaster away better next time, I genuinely thought that was a Pyronite."

"We still don't know who sent the Petrosapien and that Arburian Pelarota. Also, weren't they wearing one of the latest Plumber badges models we've had? Even if it wasn't green." said Betty Jean.

"Maybe we had other alien recruits aside from Xylene we didn't know of." shrugged Max.

"Still, that was impressive what that kid did back there. Did you two hire those Bounty Hunters too?" asked Gordon.

"We didn't, those kind of people usually make things go out of control and could've hurt Camille if they didn't care about her safety." said Mr. Mann. "I suppose her ex-boyfriend did as Ben assumed so yesterday. That kid's pretty smart for a human of his age."

"Lucy also made amazing efforts with her shapeshifting." noted Mrs Mann. "We haven't seen much of Vilgax where we come from, but that was a genuinely scary depiction. Who taught her that?"

"Probably Ben, since he came up with that plan in the first place." said Max, looking down, remembering how hurt Ben was when they rescued him on Vilgax's ship. "He had... a memorable experience when I showed him what Vilgax looked like before."

"Then he nailed it well." said Betty Jean. "That whole gig to stop the fight almost reminds me of what your old friend himself used to pull on us."

"You're not the only one who's thinking like that..." sighed Max.

Meanwhile, Gwen was looking for some cake near the dance floor. She was frustrated the guests took everything, she needed her daily dose of sugar after using up all of her magic. Did a bunch of ninjas steal everything from the table while they were dealing with Camille's parents throwing a tantrum?

At least it didn't wear her out as much as Lucy was...

"Ugh, talk about an Earth-shaking wedding." said Lucy, sitting down. "Your cousin was super smart to think that out, but he's funnier as a prankster than a dancer."

"Hm?" said Gwen. "What, Ben stepped on your feet?"

"No, but he's not exactly delicate." giggled Lucy. "His arms were super tight around my wrists, and I almost fell when he dipped me."

"Ben has a lot of things to learn about girls." shrugged Gwen.

"By the way, he told me about that watch thing he has on his wrist. Is it true that he can turn into anything just like me?"

"Yeah, but it's not a disguise, he actually got all of those aliens' powers." explained Gwen. "Also, I'm confused. Who was who in that entire show you pulled?"

"Ben turned into that Pyronite and I turned into him, then I pretended to attack him. Then, when he was back to normal, I turned into that big squid guy he described, and he fiddled with a thing he said he got from your Grandpa's RV to make that big red flash last longer."

"Kinda surprised he still remembers how Vilgax looks, it's been a while since we last saw him. And I didn't think we'd be seeing him again. By the way, do you know how he did that thing with his shoulder plates where they're all spiky? Heatblast doesn't normally look like that."

"Heatblast? Is that his alien name? That's funny. Well, when he turned into that guy, he was all intense, making fists and getting super fired up. He kinda looked constipated if you ask me." she laughed. "Anyway, when he was done, he got a lot of fire coming out of him I thought he was gonna turn me into a statue. He sprouted those tiny spikes on his rocks, said it'd make him look more like Vilgax."

"Wow. Ben actually paying extra attention to details. That's not something you'd hear every day." laughed Gwen. "But wait. He's the one who came up with all of this for real?"

"Yeah! I love making pranks and jokes, but he's the one who suggested doing this to calm my uncle and aunt down. That was really awesome coming from him, you're lucky to hang out with a cousin who knows his stuff."

"Yeah..." said Gwen. "I didn't know he could be that ingenious either... not sure I really know what's going on with him..."

Was Ben still affected that much by whatever Vilgax did to him on the spaceship? He's been acting off ever since and, even if he went back to normal for a few weeks, it seems he was being weird again after that Xylene came and told them everything about the watch.

He was more smart using the Omnitrix now, maybe he was trying to prove he could be responsible with it so he wouldn't be powerless against someone like Vilgax again? She learned Ben was the kind to keep things in mind, seeing he stayed mad at Max for weeks.

Looks like he was learning his lessons after all. She almost didn't recognize him...

She looked at her cousin, who was resting on a faraway chair. Was Ben still anything like he used to be before? This was a whole other person, he was more of a strategist than before. When he knew what Lucy was capable of, he used it to his advantage and manipulated the Sludgepuppies into stopping their feud.

Since when was her cousin a master manipulator? And she doubted Max was responsible for him becoming that way.

_So who could've taught Ben all of this?_

**Notes for the Chapter:**

> Hoooray for a new chap!
> 
> Originally, I planned to have small scenes of Ben complaining about the wedding instead of making it a plot, buuuuuuuuut the family angst took over afterwards and I couldn't resist showcasing how far Ben came by using the whole episode.
> 
> Now Kevin teaches Alan a thing or two, and is busy thinking of things of the past.
> 
> I'm still figuring out how the next chaps are gonna go, and how the end of summer will take place, so stay tuned for next time!
> 
> Heato, out!


	16. Ken 10

"Always a pleasure doing business with you."

Ben 10,000 rolled his eyes as he finally departed from the space mines owned by Vulkanus. The Detrovite who attacked him once or twice before (unless it was all just a dream again) had changed after that Ben came in power.

Thanks to his father's teachings, he had discovered the ways of negotiating stuff with people that'd want him dead in another life. Vulkanus quickly became one of his most reliable sources for robotic parts and rare weapons, as long as he had enough to pay him. And if Vulkanus was paid, he was attached to his reward like a child was attached to candy.

Ben put aside those thoughts as he tapped a few commands on the Chimerian Hammer, setting a course for Earth. Now that he managed to obtain the energy cores he needed, the king could return to achieve his projects.

After that Vilgax was healed and that Kevin mysteriously disappeared after supposedly leaving a Saturn colony, Ben started working on new ways of getting stronger. Vilgax had retired and left Ben to rule, and though they often still trained, the former king was taking a well-earned rest from his time as a warlord.

Afterwards, Ben learned how to reach his limits and be threatening even with his weakest aliens. He didn't have to fear being squashed as Grey Matter or Nanomech anymore, all thanks to his armor (he still remembered running around in panic as a young boy). He may have lacked Vilgax's enhancements, but the new king made up for it with his innate talent for battling.

Now the squid lord had reinforced his rule over a decade ago, mostly due to the fear history would repeat. His people heard of what happened to him before, and so while the pacifistic ways on Vilgaxia carried on to Chimera City, it seemed the security measures Vilgax himself took were greatly enhanced on Earth.

It made sense, since it used to be Ben's secondary home for a while, he knew what dangers were hiding on this planet. He knew he couldn't trust the Plumbers to be less of an annoyance, especially not at his current state of power.

He had to hurry if he didn't want to be late, Kenny wouldn't like it if he missed another of his birthdays.

* * *

"Are you sure we're allowed in there?"

"For the last time, Billy," said Gwendolyn to the orange alien, "Dad said Kenny could bring friends over this time."

The young Chimeran hybrid snorted as his older sister and friends followed. On his previous birthdays, he always went out to have fun instead of staying home. His father always came back late from whatever political stuff adults usually dealt with, especially when his father was a galactic overlord.

Gwendolyn said she had no interest in taking the throne and would rather practice her sword fighting as a princess than ruling over the universe, so Kenny didn't even need to ask or fight her for it. The young prince looked forward to the day his own father would retire and he'd becoming king himself, both in excitement and slight worry.

"It's our danger alert." said Kenny, pointing to a big computer in a part of the HQ. "The call comes in and my dad takes off to... y'know, kick any tough rebel's butt."

"Wow! My dad's just a boring old dentist." said the young Maxatomar.

"And someday, I'll be right beside him!" proudly declared Kenny.

Suddenly, they heard heavy footsteps coming from behind. Only Gwendolyn and Kenny weren't startled when they saw a big flying alien, looking similar to a pteranodon, land inside with a jetpack on its back. Astrodactyl squawked warmly as he looked at the children.

There was a bright flash of green, and a brown-haired human, with a brown beard and wearing a green, black and white armor, stood there instead. Ben 10,000 opened his arms, allowing Kenny to come in for a hug.

"Thanks, Dad!" said Kenny.

"You only turn 10 once." chuckled Ben.

Coming back to their senses, Kenny's friends then all wished him a happy birthday. Ben sighed in relief as he was able to make it this time. It was a very important day for Kenny, he couldn't afford to miss it or be late again.

He spotted Sixsix and Kraab who were conversing in the corner.

"Did anything happen while I was gone?" he asked.

"Nothing in particular, except those kids almost getting a heart attack whenever we came by to talk to young master Kenny." answered Kraab.

" _How did the mission go, my king?_ " asked Sixsix with a gurgle.

"Vulkanus was sucking up to me, as usual." said Ben, rolling his eyes. "With that said, I completed Kenny's birthday gift, and Albedo made some of his own adjustments to it."

Kenny smiled as he saw his dad's right-hand man and one of his and Gwendolyn's ex-babysitters, Psyphon, bringing his birthday cake.

"Happy birthday Kenny!" said everyone as Kenny blew the candles.

Kraab stepped in first for his present. "I acquired this rare model a while ago on the market, I saw it while looking for one of our targets." he handed Kenny a cube, which turned immediately into a hoverboard, with cannons and small firearms on the side. "Nothing is loaded, so until you're allowed to battle, you can use it for transport as you will, young master."

"Thanks, great uncle Kraab!" said Kenny, riding eagerly on the board. Then immediately falling down as he lost his balance, making his friends laugh.

"It's not like a drone, so it'll need some getting used to." advised Kraab.

"For sure." he giggled.

" _And here is my present for you, young master._ " said Sixsix. He handed another cube, which turned into a cage, containing a Gracklflint in it.

"Wow, a Gracklflint! It's so cool! Thanks, great uncle Six!"

" _It's already vaccinated and I will leave the pleasure of programming the name of your choice on its collar to you. His seeds and other toys are by the cage._ " explained Sixsix, interrupted as Kenny gave him a hug.

"What's he saying?" asked one of Kenny's friends.

"Just basic stuff to make sure he doesn't do the same thing he did with one of our squid monsters." said Gwendolyn. "Or what happened at the Ziboson ranch."

Kenny turned around to stick his tongue at his sister, clearly annoyed that she had to bring that up.

"Psyphon," said Ben, looking away from the party for a few minutes, "you didn't pick up on anything from the rebels? No anomaly, no intrusion on any corner of the town? Anything?"

"Negative, Lord Ben. Nothing has disturbed today's quietude, all thanks to your hard work for your empire." bowed Psyphon. "I kept an eye on the drone production and any suspicious info we could find while preparing for young master Kenny's birthday, it seems everything is peaceful."

Ben frowned, unconvinced. One thing he knew about days like these, there was always a catch. He couldn't think of Kenny's birthday without knowing something would happen sooner or later, no matter how much he wanted to.

Though for now, the party was undisturbed, he could deal with it later if he needed to. Maybe Kenny would join as well.

"An Aqua Limp Vader! Dude, you rock!" said Kenny, looking at the figurine he just got while he fist-bumped the one-eyed kid Ben forgot the name of.

If it wasn't for them shaking like leaves whenever he was around, maybe Ben could've gotten to know his kids' friends better. It wasn't always easy to be seen as a normal father when he was anything but that.

He took a step forward, carrying a quite recognizable orb behind his back.

"I think that just leaves my gift." said Ben. "Now you know I haven't been too psyched about bringing you into the hero business."

"Really? Hadn't noticed." said Kenny, rolling his eyes. He definitely got his sarcasm from his mother, for sure.

"Fighting rebels is not kids' stuff, Kenny." He wished he could've said that about his own childhood if it hadn't been so eventful. "But since I got the Omnitrix when I was your age, I thought you should have this."

He handed Kenny a small round metallic pod, which opened itself as he took it. A green light emanated from inside, coming from an Omnitrix that looked much like the one Ben had as a kid. Kenny grinned as the object suddenly jumped on his green wrist on its own.

"Yes! My own Omnitrix!" exclaimed Kenny, looking at the device who was now bonded to him, before being surrounded by the other kids. "This is fully cool!" He stopped, having a gut feeling about what his father did. "You were gone for so long for this, weren't you?"

"You guessed it. I figured, since I had an Omnitrix at your age, I could give you a taste of what you'll have later, if you ever take my place."

"A taste, huh. So you put the watch on a limiter, didn't you?"

"How does he do that?" asked Billy. "Can your brother read minds?"

"Grow up with a head of military operations like our dad, you learn to anticipate  _a lot_  of the things he does."

While Ben discussed what aliens he gave the young boy, everyone felt something akin to an earthquake. The ground slightly shook, and heavy footsteps were heard.

Ben gave a slight glare to Psyphon.

"I almost forgot to mention: you have a visitor." announced Psyphon.

The door opened, and a gigantic silhouette came through. His red eyes analyzing the room, the man's imposing stature exceeded Ben's Chimeran form with its menacing, partially mutilated appearance.

"So this is the new wearer of the Omnitrix, interesting..." hissed the newcomer eagerly.

Both of Kenny's friends were wondering how come Gwendolyn wasn't shivering in fear like they were.

"He does this every year..." she sighed.

"Grandpa!" said Kenny.

He ran to Vilgax, jumping at the man's neck to hug him. Vilgax laughed as he ruffled Kenny's head tentacles, glad to see his grandson was still as happy to see him as ever, despite his body still looking too threatening for a kid's taste.

"Can you believe it? Dad gave me my own Omnitrix!" said Kenny, showing his wrist to the old Chimeran.

"Hmm, so you'll be part of the battle for our kingdom?" asked Vilgax, kneeling down to reach Kenny's eye level.

"You betcha I will! Dad gave me some sweet aliens! Swampfire, Big Chill, even Alien X... Now it's my turn to go hero!"

Vilgax chuckled as his grandson took a pose that was all too familiar to him, holding the green watch with his right hand.

"I'd suggest not insisting with the Celestialsapien form too much, your father had a lot of struggle getting his personalities to agree."

"Oh they'll agree if I'm in the heat of the battle." confidently said Kenny.

Vilgax then looked at Ben, noticing the king was in his human form.

"I haven't seen you in this body for a while." he said discreetly as Kenny was back to the party.

"These children are more comfortable around my human face than my alien one, guess they know humans aren't all that threatening." said Ben.

"It is nice seeing they could make something out of their time despite... erm, how is Gwendolyn's training going?"

Ben raised a brow at Vilgax's hesitation, but brushed it off. "She wishes you'd visit more often, she wants to spar with you. I've told her she was still too young to use anything other than a training sword or a fencing épée, but she can't get that out of her mind."

"Will you train Kenny to harness his Omnitrix's powers too then?"

"Well, yes, but not yet." said Ben. "Kenny doesn't know how harsh the hero job can be. If I gave him special training early on, it could alert the rebels of what he can do. And they'd immediately resort to sending Grandpa  _Max after Kenny._ "

He hadn't realized he was hissing the rest of that sentence in anger, so the children assumed it was Vilgax.

"Grandpa, you're creeping them out." pouted Kenny.

"Hah, sorry Kenny." said Vilgax, brushing the back of his head's tentacles.

"We'll talk about adult things outside, kids. If you need anything, we'll be right there."

Ben and Vilgax walked out to the balcony, leaving the party. Kenny didn't seem too upset about it, he was more excited about his new watch and all of his family being present. Well, almost all.

"He looks so happy even without her around. Do you... manage to take care of them even when she's gone?"

"I'm not sure..." frowned Ben. "Ever since Kai left I... I'm not sure if I'm doing the right thing for the kids. They say they're happy with me and they don't miss her too much, but I can't tell if that's just a lie to reassure me." He sighed.

Many years ago, when he gained control of Vilgax's armies, Ben had somehow, to his own surprise, reconciled with Kai, even though she was almost considered a fugitive. Being related to a retired Plumber, she was considered as a potential threat, but her relationship with Ben cleared it up.

For a while, she stayed with him and, to  _her_  own surprise, accepted when he proposed to her. They then had Gwendolyn, and a few years later, Kenny was born.

But even when she had the life of a queen, something went wrong with her anyway.

Ben should've known this life wasn't for her, as she had always viewed what Vilgax did as criminal acts. He knew he couldn't force her to stay when he knew she'd never accept the part of his life that was ruling over the universe. But he had hoped Gwendolyn and Kenny could've changed her mind when she decided to leave.

When the children grew up, Gwendolyn chose to stay mad at her mother for leaving her own family behind. Kenny didn't have much memories of her, aside from her and Ben's slight moments of mutual teasing and being either stressed out or romantic while talking to each other, which disgusted the young boy a lot.

He now had to care for them both, and while Gwendolyn was pretty responsible on her own and could look after her brother, Ben felt he was neglecting them. He hoped Kenny getting his own Omnitrix could fix that, but he knew he couldn't make up for a missing parent, let alone two when he didn't stay at home a lot because of his duties.

He remembered considering himself lucky when Vilgax would spend time with him as a young boy, but he wanted his kids to have at least a more normal life than the one he had (it wouldn't be much of a feat, anyone could have a more normal life than him. Just, not always those who were affiliated with him).

"She still hasn't contacted us in almost eight years. What I'd give to talk to her again..."

"For what purpose?"

"I don't know, Dad... apologize to her, confront her about abandoning the kids, hear about what she became now, berate her for what she's done... If Kenny and Gwendolyn are okay with how things are for the time being, maybe I could try forgetting about her, but..."

Vilgax put his hand on the younger king's back.

"You've always cared for your family more than yourself, allow yourself to get a rest, my son."

"I wish it was that easy..." he sighed. "I remember the other me, the one from another future... I wonder if this is the future he was hoping to achieve, or if I didn't do a mistake and instead make it worse."

"One thing I've learned from you is that, while you get most of your strength on things from people who came before you, your real strength relies on thinking of new ways to face the present, rather than staying stuck in the past or being worried about the future." said Vilgax. "Of course, you don't have to be strong all the time, it's never about that. You're allowed to feel vulnerable, but if you want to be strong for those children, don't let past mistakes make a weight over your shoulders. You're the one who taught me that."

"Thanks, Dad." Ben smiled. "Maybe the kids really can manage for now... I might have to go away soon again, but maybe you're right, I should just calm down and get with what I already have. Say, do you mind taking Kenny and Gwendolyn with you on your next trip in a few weeks? I've contacted all bases you might come nearby, there's regeneration pods if you still need to recover."

Vilgax nodded. It would be of help seeing his grandchildren more, and he knew Ben was counting on him. A small trip across the galaxy wouldn't hurt them, he could probably use that time to tell them a thing or two they had to understand when they'd go to the rest of the world on their own.

Maybe he could also tell them about the reason their father was at first raised on Earth.

* * *

Devlin huffed as he stood in the elevator, waiting for his dad to be done flirting.

He seriously didn't know what was up with their family. This woman, Gwen Tennyson, was his dad's date for over twenty years (even though they often took breaks in their relationship). Yet his dad still made no move to marry her as of now.

He heard stories from Max Tennyson, the retired Plumber and grandfather of his dad's girlfriend who lived nearby. The old man retired some time ago to let his granddaughter take over as Magister of Earth, taking some rest after a long career that did nothing but bore Devlin.

At least he knew it wasn't all boring, considering who was currently ruling on the planet while they were hiding...

After his mom's divorce with his dad, because of how things were getting rougher with his dad being a rebel and all, Devlin went to live with his father and had to grow with his powers.

Unlike his dad, he couldn't absorb matter or energy. On the other hand, he ended up getting his father's ability of transforming into a DNA mutant hybrid, more specifically a form he was stuck in as a child but was mysteriously cured from...

At least it allowed him to go wherever he wanted undetected, as an alien or a human thanks to his quite unusual metabolism, but he didn't want to use those to become a Plumber. Not when someone was still counting on him.

He got fed up from waiting and, with a huff, he went to his father.

"Dad, I was supposed to meet some friends half an hour ago. Can we go?"

"Hm?"

Kevin 11,000, Gwen's second-in-command and Devlin's father, turned around to see quite an annoyed tween.

"Come on, it's not that late, it's just-" Kevin looked at the clock. "Okay, maybe we are taking too long. Go ahead and meet your friends with your hoverboard. Be careful when you get outside and remember about hiding your powers."

"Yes, Dad."

"Have a nice day!" said Gwen, the young woman waving goodbye at him.

As the elevator was going up, Devlin wondered how things would be if this woman became his new stepmom. Now he didn't mind her at all, far from that. She was really nice, but considering who he was supposed to meet up with...

He got out of the old deserted plumbing shop that was their hideout near Chimera City and rode on his hoverboard.

He'd have so much to do, he couldn't even get a gift behind his dad's back. He felt Zed would've ended up gulping it down or brought it to Kevin if he left it lying around, and considering everything in their house was a mess... Yeah, he couldn't have kept a gift secret even if he wanted to.

Though this was no reason to be a bad friend and not offer him anything, even if his rich family probably already gave him a lot of stuff. He had to think of something before he got to their own hideout.

He flew through town, wary of any drone floating over his head. He had to hurry, it was late in the afternoon and he didn't want to make him wait any longer. They promised to see each other and Devlin was flaking on him.

As he went past a few buildings, he saw something flying past him.

A young kid about his age, wearing an outfit that looked quite familiar was flying on a hoverboard, one that looked more advanced than Devlin's.

"Cool board!" said Devlin, getting his attention. The kid had brown hair, olive skin and green eyes, which also looked familiar for some reason. "Can it do this?"

He flew forward, accelerating. He then jumped out of his board, doing a flip before landing on it again. He didn't want to brag, but he was pretty good at this without even needing to practice, first time he got it.

There was a flash of green behind him as he kept flying forward, going down the buildings, and suddenly, a Methanosian was in front of him on the same hoverboard he just saw the other kid on.

"But can you do  _this_?" cockily said the plant alien, hanging onto parts between two buildings he passed by while standing on his board.

He suddenly went back in Devlin's direction, doing many flips with his board as Devlin barely dodged. Impressed, Devlin looked back and went on a nearby building to stop. The Methanosian followed him, and pressed a symbol on his chest that Devlin recognized as the old Plumber badge, which doubled as the Omnitrix symbol, except in grey and white.

A flash of green, and the same kid he saw earlier was there. Devlin blinked in confusion.

"Was that... an Omnitrix? Who... who are you?"

The other kid stared back, confused too.

"Uh, wait..."

Devlin started sweating. This kid must've been someone important if he had an Omnitrix. He gulped as he saw his outfit. It was the same as Kenny's, but Kenny was only a human hybrid and despite that, Kenny still looked like a full Chimeran, being half alien keeping his father's most alien traits over his mother's human ones.

It was said that Ben Tennyson, Kenny's father who used to wear clothes close to Kenny's, could travel in time using a certain alien, and he heard rumors about him traveling to this era recently.

_'Oh no. This is bad this is bad_ _thisisbad_ _thisisbad_ _thisisbad_ _thisisbad_ _thisisbad!_ _'_

He just busted himself in front of Chimera City's ruler, or rather, future ruler (in the future, from the past, in their present now?). And with how he looked like his dad, Devlin busted the entire Plumbers AND...

Kenny.

Kenny was gonna be in so much trouble.

"I'm sorry, I wasn't trying to! I mean, er, I'm not him, I'm not my... Urm!"

"Devlin, dude, it's me."

Devlin blinked. "W...what?..."

"You seriously didn't recognize me? Man, Dad's gift is a lot better than I thought!" giggled the boy.

He brought his hand to the Omnitrix on his wrist and slammed the dial. A flash of green, and Kenny was laughing at his best friend giving him a confused look.

* * *

"You should've seen your face!" laughed Kenny.

"Hey! How could I know your dad was gonna give you an Omnitrix?! That's literally the strongest weapon in the universe!"

"Well, he trusted me with it." Kenny stuck his tongue out. "What do you think?"

He was in his human form again, allowing Devlin to see what his best friend looked like as a full human.

"Man, so hard to tell it's you, you're so different..."

"Yeah, like I totally don't have the same clothes and voice at all."

"Oh gimme a break! You look like any everydude as a human! And... you do kinda look like your mom."

Kenny looked at him, interested. Devlin saw Kenny's mom once or twice, when she came to visit at the HQ or to babysit him. She talked about her son and daughter a few times while looking over him, eventually making Devlin interested in Kenny at a young age.

Inevitably, he got too curious and met Kenny in person. And because he looked like his dad so much, Kenny knew right away Devlin was Kevin Levin's son.

But to his surprise, Kenny didn't ask him where their base was or anything personal, and they became friends despite the fact their dad tried to get rid of each other in the past many times. All he ever asked about was his mom and his aunt Gwen.

And now, Kenny did look close to Mrs. Green, even if he kept his dad's green eyes and had his brown hair.

"Thanks for the race, by the way. It was an amazing birthday gift!"

"Oh, yeah..."

"You forgot, didn't you?"

"I didn't! I just didn't have the time."

"Maybe you need a watch, then." teased Kenny, showing off his Omnitrix. "Hey Dev', mind if I ask you something?"

"Hm?"

Kenny's smile faded as he took on a more concerned face. He sighed before speaking up.

"I've been thinking, someday I'll take my dad's role and become a king too. I thought I could maybe, y'know, make it so that you could live in town with us without you having to hide your origins."

"That'd be nice but... why are you so nervous about it?"

"I'll have to become like my dad when I grow up, and your dad will probably want you to become a Plumber." Kenny paused. "Think... think we'll someday become like our dads and... fight each other?"

Devlin paused, staring at him. Then he shook his head no.

"No way! There's no way I ever become like my dad, he tried to kill your aunt and now he's dating her. I love him, but he was a nutcase at my age. And you, your dad lived on Earth after being kidnapped, none of that ever happened to you."

Kenny had to admit those were valid points, but he couldn't help but be worried.

"We're not our parents and we don't have to be, dude." said Devlin, putting his hand on Kenny's shoulder. "Unless it's for fun, I'm not gonna try to kill you or stop you from doing all of that royalty stuff."

"I'm not really sure, but thanks... I was kinda worried because, you know, that's how our dads were at our age. But maybe you're right, we don't have to be like them." admitted Kenny. "Or do we?"

Kenny gave a death stare at Devlin, putting his hand on his Omnitrix. Devlin looked back, glaring at him as hard as he could. Then both boys exploded into laughter.

They may come from different families and planets, but their humor was proper to them. Too bad Ben never could share that level of trust with Kevin himself.

Suddenly, there was a beeping from the watch. Kenny looked at it, wondering what his dad's gift was doing.

"Kenny, Dinner time." Ben's voice came from the watch.

"Uh oh, I better go." said Kenny, riding on his board. "Thanks again for the moves, dude. See you around!"

He waved to his best friend before flying away. Devlin looked on, thinking about what Kenny said before looking at the giant squid statue.

Would they ever gonna be like their fathers? Both of them shared powers with their dads, and they also had at least a missing parent (though in Kenny's case, his dad had a host family before going to Vilgaxia with Vilgax), though he doubted Ben would marry someone else (the same couldn't be said for Kevin).

In a few years, maybe they'd end up becoming cousins like Kenny's dad and Devlin's dad's girlfriend. Would they ever have anything as intense as their families' drama?

No, Devlin wouldn't let it happen. He wasn't gonna fight Kenny, and Kenny wasn't gonna put an end to their friendship either. There was no way he'd ever stop seeing Kenny as his best friend or fight him, he'd never allow it to happen.

With a sigh, he took his hoverboard and headed back home. He'd better start thinking for next year's gift, this one was a totally improvised one. He had to make an effort for his best bro.

Later, Kenny would be back home, and his new form would leave quite the impression to everyone.

Regardless if Devlin was a rebel and Kenny was a prince, they weren't gonna stop being like brothers any time soon.

**Notes for the Chapter:**

> ANOTHER CHAP, HALLELUJAH, ANOTHER CHAP!
> 
> Since I did the non-canon 'Gwen 10' ep, I figured, why not do the canon 'Ken 10' ep? :3
> 
> Since Kenny's friends and sister had little to no dialogue in the original episode, I thought Devlin still being friends with Kenny would work. And Kenny's dad hid he was Vilgax's son for the entire summer, and Kenny canonically didn't tell Ben about Devlin until it was too late (although he didn't know about Devlin's family), you can't tell me this kid wouldn't befriend an outlaw kid behind his family's back on purpose.
> 
> As for Kai, Kenny had to exist in some form or another, and beside Attea and Looma who would sadly not fit Ben's type, none of Ben's love interests condone war. And neither does Kai, hence why they divorce.
> 
> Also, fun fact: Kenny calling Sixsix 'great uncle Six' originates from a typo a made on a previous chapter, then it stuck as an affectionate nickname :P


	17. Finale: Where I belong in the Omniverse

Ben was pouting as he was sitting at the table, being a human-but-actually-alien ball of anger like his father was an actual-alien-dad-for-a-human-son. He was angry as usual because his whole life was a lie.

Meanwhile, Gwen was reading a book, as usual, as a nerd like her had nothing else better to do and nothing more creative than reading magic that could possibly reawaken a demon from behind a seal.

Max was cooking something disgusting, as a Plumber who kidnapped his grandson away from an evil overlord guy would normally do.

A day like any other, absolutely nothing special was coming.

Suddenly that statement was proven very much wrong by Vilgax's ship landing in front of them, almost causing an accident even though the RV shouldn't be moving without a driver. It was probably on autopilot, of course, because any Plumber would know it's a good idea to use that function in the open, in public.

Vilgax broke into the vehicle and split it apart as he was too big to enter and couldn't fit inside the Rustbucket, breaking the motor-home in pieces and opening into two.

"Vilgax! I thought you died!" exclaimed Max, still brewing lunch.

"You're here for the Omnitrix! Admit it!" accused Gwen, wearing a 'Don't google my name' shirt.

"Actually," said Vilgax, "I want to take Ben to 'Take Your Child to Work Day', since I'm his fath- ER, since he doesn't have his father with him!"

"Oh." said Max.

"Oh." said Gwen.

"Oh." said Ben, who was playing cards with Kraab and Sixsix. "I wanna blow up a planet too!"

"But today isn't 'Take Your Child to Work Day', you silly." said Max.

"It's April 1st." said Gwen.

"Oh." said Vilgax. "Then my apologies."

He then boarded his ship and left, leaving the RV in bits.

Ben was a ball of anger again, literally as he was ravaging the leftovers of the Rustbucket as Cannonbolt. Then he paused.

"Wait, we're in the middle of summer. How can it be the 1st of April?"

Max and Gwen looked at each other, then shrugged as they resumed their reading and cooking.

**Notes for the Chapter:**

> April Fools!


End file.
